The due and punctual payment of the principal of and interest on the Loans when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Loans and performance of all other Obligations of the Borrower and the Guarantors to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement, the Loans and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Loans and such other Obligations, subject to the terms of the Intercreditor Agreement. The Administrative Agent and the Borrower hereby acknowledge and agree that subject to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. It is hereby expressly acknowledged and agreed that, in doing so, the Administrative Agent and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(a) to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Loans secured hereby, according to the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.

The due and punctual payment of the principal of and interest on the Loans when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Loans and performance of all other Obligations of the Borrower and the Guarantors to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement, the Loans and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Loans and such other Obligations, subject to the terms of theSection # Intercreditor Agreement. The Administrative Agent is authorized and the Borrower hereby acknowledge and agree that subjectdirected to, to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant toextent required by the terms of the Loan Documents, enter into # any Collateral DocumentsDocument and # any intercreditor agreement contemplated hereunder or shall make or consent to any filings or take any other actions in connection therewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to [Sections 7.01 and 7.03]3], in order to permit such Indebtedness to be secured by a valid, perfected lien on the Collateral (with such priority as may be designated by such Loan Party, to the extent such priority is permitted by the Loan Documents)), and the Intercreditor Agreement.parties hereto acknowledge that any intercreditor agreement contemplated hereunder, any Collateral Document, and any consent, filing or other action will be binding upon them. Each of the Lenders (including in its capacities as a Lender, L/C Issuer (if applicable) and a potential Cash Management Bank party to a Secured Cash Management Agreement and/or a potential Hedge Bank party to a Secured Hedge Agreement) # hereby agrees that it will be bound by extending Loans, consents and agreeswill take no actions contrary to the termsprovisions of the Collateral Documents (including the provisions providing for the possession, use, releaseany intercreditor agreement contemplated hereunder (if entered into) and foreclosure of Collateral) and the Intercreditor Agreement, and# hereby authorizes and directsinstructs the CollateralAdministrative Agent to enter into the any intercreditor agreement contemplated hereunder or Collateral DocumentsDocument (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the Intercreditor Agreementincurrence by any Loan Party of any Indebtedness of such Loan Party that is permitted to be secured pursuant to [Sections 7.01 and 7.03]3] of this Agreement, in order to perform its obligations and exercise its rights thereunder in accordance therewith. It is hereby expressly acknowledged and agreed that, in doing so, the Administrative Agent andpermit such Indebtedness to be secured by a valid, perfected lien on the Collateral Agent are not responsible for the terms or contents of(with such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and thingspriority as may be reasonably requireddesignated by such Loan Party, to the extent such priority is permitted by the next sentence of this Section 10.1(a)Loan Documents)), and to assure and confirmsubject the Liens on the Collateral securing the Obligations to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Loans secured hereby, according to the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.provisions thereof.

The due and punctual payment ofTo the principal of and interest onextent that the Loans when and asObligations under the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemptionLoan Documents are secured or otherwise, and interest onare to become secured pursuant to [Section 6.05], the overdue principal of and interest on the Loans and performance of all other Obligations of the Borrower and the Guarantors to the Lenders,​ hereby further authorizes the Administrative Agent or the Collateral Agent under this Agreement, the Loanson behalf of and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Loans and such other Obligations, subject to the terms of the Intercreditor Agreement. The Administrative Agent and the Borrower hereby acknowledge and agree that subject to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the ​, # to be the agent for and representative of the ​ with respect to any collateral securing the Obligations and any related Collateral Agent,Documents, # to enter into any applicable intercreditor agreement contemplated hereby and # to take any actions thereunder as may be necessary or advisable. The ​ hereby further authorize the Administrative Agent and the Lenders, in each case pursuant to the termson behalf of the Collateral Documents and the Intercreditor Agreement. Each Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. It is hereby expressly acknowledged and agreed that, in doing so, the Administrative Agent and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(a) to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Loans secured hereby, according to the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject onlyLender to Permitted Liens.enter into any other intercreditor agreement reasonably required by the Loan Documents, and each Lender agrees to be bound by the terms of such intercreditor agreement.

SECTION # Intercreditor Agreements. The due and punctual payment of the principal of and interest on the Loans when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Loans and performance of all other Obligations of the Borrower and the Guarantors to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement, the Loans​ and the Collateral Documents, according​ are authorized to enter into the Intercreditor Agreements (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Permitted Pari Passu Secured Refinancing Debt or any Permitted Junior Secured Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the ​ or relevant Subsidiary, to the terms hereunder or thereunder,extent such priority is permitted by the Loan Documents)), and the Lenders acknowledge that the Intercreditor Agreements will be binding upon them. Each ​ # understands, acknowledges and agrees that Liens may be created on the Collateral pursuant to the definitive documents governing such Indebtedness, which liens shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Loans and such other Obligations, subject to the terms and conditions of theany Intercreditor Agreement. The Administrative AgentAgreement, # hereby agrees that it will be bound by and the Borrower hereby acknowledge and agree that subjectwill take no actions contrary to the provisions of any Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent,Agreement and # hereby authorizes and instructs the Administrative Agent​ and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement, and authorizes and directs the Collateral Agent​ to enter into the Collateral Documents and theany Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to perform its obligations and exercise its rights thereunderor other modifications to, such agreements in accordance therewith. It is hereby expressly acknowledged and agreed that,connection with the incurrence by any Loan Party of any Permitted Pari Passu Secured Refinancing Debt or any Permitted Junior Secured Refinancing Debt, in doing so, the Administrative Agent and the Collateral Agent are not responsible for the terms or contents oforder to permit such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or causeIndebtedness to be done allsecured by a valid, perfected lien (with such acts and thingspriority as may be reasonably requireddesignated by the next sentence of this Section 10.1(a) to assure and confirm​ or relevant Subsidiary, to the Collateral Agentextent such priority is permitted by the security interest inLoan Documents)), and to subject the Liens on the Collateral contemplated hereby, bysecuring the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Loans secured hereby, accordingObligations to the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.provisions thereof.

The due and punctual paymentEach Lender hereby # acknowledges that it has received a copy of the principal ofIntercreditor Agreements, # agrees that it will be bound by and interest onwill take no actions contrary to the Loans when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Loans and performance of all other Obligationsprovisions of the Borrower and the GuarantorsIntercreditor Agreements to the Lenders,extent then in effect, # authorizes and instructs the Administrative Agent and/or the Collateral Agent to enter into, and to carry out the provisions and intent of, each Intercreditor Agreement as Administrative Agent and/or Collateral Agent, as applicable, and on behalf of such Lender, # consents to the treatment of Liens to be provided for under each Intercreditor Agreement, # agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent under this Agreement,as a result of any action taken by the Loans andAdministrative Agent or the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which defineAgent accordance with the terms of the Liens that secure the Loansany Intercreditor Agreement and such other Obligations, subject to the terms of the Intercreditor Agreement. The Administrative Agent and the Borrower hereby acknowledge and agree that subject to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement, and# authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. It is hereby expressly acknowledged and agreed that, in doing so, the Administrative Agent and the Collateral Agent are not responsible for the terms or contents ofto take such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subjectactions as shall be required to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver torelease Liens on the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(a) to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Loans secured hereby, according to the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject toaccordance with the terms of theany First Lien Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.Agreement or Junior Lien Intercreditor Agreement.

The due and punctual payment of the principal of and interest on the Loans when andExcept as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Loans and performance of all other Obligations of the Borrower and the Guarantorsotherwise provided in Section 9.02(b) with respect to the Lenders,this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents. The Administrative Agent and/or the Collateral Agent under this Agreement, the Loans and the Collateral Documents, accordingmay, without any further consent of any Lender, enter into # a Permitted First Lien Intercreditor Agreement in connection with any Indebtedness not prohibited hereby that is to the terms hereunder or thereunder, shall be secured as providedby Liens permitted pursuant to Section 6.01 that are contemplated or required to be pari passu with any Liens securing the Obligations and/or # a Permitted Junior Intercreditor Agreement in connection with any Indebtedness not prohibited hereby that is to be secured by Liens permitted pursuant to Section 6.01 that are contemplated or required to be junior to any Liens securing the Obligations. Any Intercreditor Agreement entered into by the Administrative Agent and/or Collateral Documents, which defineAgent in accordance with the terms of the Liens that secure the Loans and such other Obligations, subject to the terms of the Intercreditor Agreement. The Administrative Agent and the Borrower hereby acknowledge and agree that subject to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. It is hereby expressly acknowledged and agreed that, in doing so, the Administrative Agent and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(a) to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Loans secured hereby, according to the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in andbe binding on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.Parties.

The dueIntercreditor Arrangements. (a) It is the intention and punctual paymentagreement of the principal ofparties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and interest onthat the Loans when and asAdministrative Agent constitute the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on“Term Loan Representative” under the overdue principal of and interest onIntercreditor Agreement. [[Organization B:Organization]] acknowledge that the Loans and performance of all other Obligationsobligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the Guarantorssecured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably # consents to the Lenders,subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, # authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, # agrees that, upon the Collateral Agent under this Agreement,execution and delivery thereof, such Lender will be bound by the Loansprovisions of the Intercreditor Agreement as if it were a signatory thereto and the Collateral Documents, accordingwill take no actions contrary to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the termsprovisions of the LiensIntercreditor Agreement and # agrees that secureno Lender shall have any right of action whatsoever against the Loans and such other Obligations, subjectAdministrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. The Administrative Agent and the BorrowerEach Lender hereby acknowledge and agree that subject to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent and the Lenders, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreement. Each Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement, andfurther irrevocably authorizes and directs the CollateralAdministrative Agent # to enter intotake such actions as shall be required to release Liens on the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. It is hereby expressly acknowledged and agreed that, in doing so, the Administrative Agent and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(a) to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Loans secured hereby, according to the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject towith the terms of the Intercreditor Agreement),Agreement and # to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in favorconnection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the CollateralAdministrative Agent forto give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the Secured Parties, subject onlyprovisions of Article IX with respect to Permitted Liens.all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.

The due and punctual payment of the principal of and interest on the Loans when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Loans and performance of all other Obligations of the Borrower and the Guarantors to the Lenders, the Administrative Agent or the Collateral Agent under this Agreement, the Loans and the Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which define the terms of the Liens that secure the Loans and such other Obligations, subject to the terms of the Intercreditor Agreement. The Administrative Agent and the Borroweris further authorized to enter into any other intercreditor, subordination agreement and/or collateral trust agreement contemplated hereby acknowledge and agreewith respect to Indebtedness that subjectis expressly permitted to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefitbe secured by all or a portion of the Collateral Agent,(with such priority as may be designated by the Administrative AgentBorrower or relevant Subsidiary) to the extent such priority is expressly permitted by the Loan Documents (any such other intercreditor, subordination or collateral trust agreement, an “Additional Agreement”), and the Lenders, in each case pursuantparties hereto acknowledge that any Additional Agreement is binding upon them. Each Lender hereby agrees that it will be bound by and will take no actions contrary to the termsprovisions of the Collateral Documentsany Additional Agreement and the Intercreditor Agreement. Each Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement, andhereby authorizes and directsinstructs the CollateralAdministrative Agent to enter into the Collateral Documents and the Intercreditoror any Additional Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. It is hereby expressly acknowledged and agreed that, in doing so,subject the Administrative Agent andLiens on the Collateral Agent are not responsible forsecuring the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. SubjectSecured Obligations to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(a) to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Agreement and of the Loans secured hereby, according to the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.thereof.

The dueGenerally. Execute, any and punctual paymentall further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of the principal offinancing statements and interest on the Loans when and as the same shallother documents), which may be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemptionrequired under any applicable Law, or otherwise, and interest on the overdue principal of and interest on the Loans and performance of all other Obligations of the Borrower and the Guarantors to the Lenders,which the Administrative Agent or the Collateral Agent under this Agreement, the Loans and the Collateral Documents, accordingRequired Lenders may reasonably request, to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents, which definecomply with the terms of this Agreement and the Liens that secureother Loan Documents, including causing, # the Loans and such other Obligations,Collateral to be subject to the termsa first priority security interest in favor of the Intercreditor Agreement. The Administrative Agent and the Borrower hereby acknowledge and agree that subject to the Intercreditor Agreement, the Collateral Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Administrative Agent (subject to the Permitted Liens) and # the Lenders,pledge of the Equity Interests of the Borrower and its Restricted Subsidiaries (other than Excluded Equity Interests), in each case pursuantto secure all the Obligations in accordance with the requirements of the Security Agreement, all at the expense of the Borrower. The Borrower also agrees to provide to the terms of the Collateral Documents and the Intercreditor Agreement. Each Lender, by extending Loans, consents and agrees to the terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. It is hereby expressly acknowledged and agreed that, in doing so, the Administrative Agent and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and provisions hereof, the Intercreditor Agreement and the Agreed Security Principles, the Borrower shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.1(a) to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, asAgent, from time to time constituted, soupon the Administrative Agent’s reasonable request, evidence reasonably satisfactory to the Administrative Agent as to render the same available for the securityvalidity, perfection and benefit of this Agreement andpriority of the Loans secured hereby, accordingLiens created or intended to be created by the intent and purposes herein expressed. Holdings shall, and shall cause it’s Restricted Subsidiaries to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.Loan Documents.