8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2017

GenOn Energy, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-16455	76-0655566
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

804 Carnegie Center,

Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)

(609) 524-4500
 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 1.01 Entry into a Material Definitive Agreement.

Senior Secured Notes Offering

On May 8, 2017, Remote Escrow Finance Vehicle LLC, a special purpose limited liability company (the “Escrow Issuer”), completed the sale of $550.0 million aggregate principal amount of 10.500% senior secured first lien notes due 2022 (the “Senior Secured Notes”) pursuant to the terms of the purchase agreement, dated May 4, 2017 (the “Purchase Agreement”), by and among GenOn Energy, Inc. (the “Company”), the Escrow Issuer and Goldman Sachs & Co. LLC, as the initial purchaser (the “Initial Purchaser”). The Senior Secured Notes were initially issued under an indenture, dated May 8, 2017 (the “Indenture”), between the Escrow Issuer and The Bank of New York Mellon, as trustee (the “Trustee”). Interest is payable on the Senior Secured Notes on June 1 and December 1 of each year beginning on December 1, 2017 until their maturity date of June 1, 2022.

Escrow Agreement

Pursuant to an escrow agreement, dated May 8, 2017 (the “Escrow Agreement”), by and among the Company, the Escrow Issuer and the Trustee, as escrow agent, the proceeds of the offering were deposited in a segregated escrow account.  The proceeds will remain in escrow until the date on which certain escrow conditions are satisfied and the Company, at its sole discretion, has provided confirmation thereof to the Trustee to release the funds from escrow (the “Escrow Conditions”).

If the Escrow Conditions are not satisfied or if the Company, in its sole discretion, otherwise determines not to release the funds from escrow on or prior to June 14, 2017, the Senior Secured Notes will be redeemed at a redemption price equal to 104% of the aggregate principal amount of the Senior Secured Notes plus accrued interest to, but not including, the redemption date.

If the Escrow Conditions are satisfied and the Company has determined to release the funds from escrow, the Escrow Issuer will merge with and into the Company (the “Merger”).

Upon consummation of the Merger:

(i)the Company will be the surviving entity and assume all of the obligations of the Escrow Issuer under the Senior Secured Notes and the Indenture governing the notes by operation of law; and

(ii)the Company will use the net proceeds from the offering of the Senior Secured Notes, together with cash on hand, to redeem or discharge its outstanding 7.875% senior notes due 2017 (the “2017 Senior Notes”) in accordance with their terms and to pay fees and expenses related to the offering of the Senior Secured Notes.

The 2017 Senior Notes are current within the Company’s consolidated balance sheet and are due on June 15, 2017. The Company has additional existing unsecured notes outstanding which mature in October 2018 and October 2020 and its future profitability continues to be adversely affected by (i) a sustained decline in natural gas prices and its resulting effect on wholesale power prices and capacity prices, and (ii) the inability of certain of its subsidiaries to make distributions of cash and certain other restricted payments to the Company. The Company is currently considering all options available to it, including negotiations with creditors and lessors, refinancing its existing unsecured notes, potential sales of certain generating assets as well as the possibility for a need to file for protection under chapter 11 of title 11 of the United States Code.

Indenture

Upon consummation of the Merger, the Indenture and the Senior Secured Notes will be secured by a first-priority lien on substantially all of the property and assets of the Company and the guarantors of the Senior Secured Notes (the “Guarantors”) (including pledges of the equity interests in the Company’s restricted subsidiaries directly held by the Company and the Guarantors) that secure the Company’s and the Guarantors’ obligations under the credit agreement by and among the Company, NRG Americas, Inc., a subsidiary of the Company, the guarantors party thereto, and NRG Energy, Inc., the Company’s parent (the “Intercompany Secured Revolver,” as amended by that certain Credit Agreement Amendment described below), but excluding certain excluded assets, including certain assets that cannot be pledged under applicable laws and subject to no liens other than certain permitted liens.

The terms of the Indenture, among other things, limit the ability of the Company and certain of its subsidiaries to create liens on assets and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries.

The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest; breach of other agreements in the Indenture; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against the Company and its subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency.  Generally, if an event of default occurs and is not cured within the time periods specified, the Trustee or the holders of at least 25% in principal amount of the then outstanding series of Senior Secured Notes may declare all the Senior Secured Notes of such series to be due and payable immediately.

The Senior Secured Notes were sold to the Initial Purchaser for resale to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The Senior Secured Notes were issued in a transaction exempt from registration under the Securities Act or any state securities laws. Therefore, Senior Secured Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.  This Form 8-K and the Exhibits hereto do not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.

Credit Agreement Amendment

On May 8, 2017, the Company, NRG Americas, Inc., a subsidiary of the Company, the guarantors party thereto, and NRG Energy, Inc. entered into Amendment No. 2 to the Revolving Credit Agreement (the “Credit Agreement Amendment”) to amend the Intercompany Secured Revolver to, among other things, (i) provide for amendments necessary to issue the Senior Secured Notes and comply with the terms thereby (including consistent application of proceeds from asset sales and consistent classification of various types of subsidiaries), (ii) require, as a condition to additional cash loan borrowings under the Intercompany Secured Revolver, that the consolidated cash balance of the loan parties on a pro forma basis does not exceed $100 million, (iii) allow for the cancellation of certain intercompany investments in subsidiaries, (iv) limit the Company’s ability to use loans under the Intercompany Secured Revolver for purposes of refinancing indebtedness for borrowed money, and (v) provide for a limited waiver in respect of possible breaches under the Intercompany Secured Revolver.  The Credit Agreement Amendment shall only become effective following the satisfaction of the Escrow Conditions and concurrently with the release of funds from escrow.

Services Agreement Amendment

On May 8, 2017, the Company and NRG Energy, Inc. entered into the services agreement amendment (the “Services Agreement Amendment”) to amend that certain Services Agreement, dated December 20, 2012 (the “Services Agreement”) to:

(i)if the Escrow Conditions are satisfied and the funds from the Senior Secured Notes are released from escrow, the annual fee owed under the Services Agreement shall be reduced to $142,600,000 for the period from and after January 1, 2017; and

(ii)if, prior to June 15, 2017, (a) the Senior Secured Notes are redeemed and (b) the Company commences a voluntary bankruptcy case under chapter 11 of title 11 of the United States Code without an agreement with holders of notes issued by the Company and GenOn Americas Generation, LLC, a subsidiary of the Company, that collectively hold two-thirds in amount of aggregate principal of such notes and accrued and unpaid interest outstanding thereon regarding a plan of reorganization, then the Company shall receive a one-time credit on the shared service charge equal to 4% of the aggregate principal amount of the Senior Secured Notes plus accrued interest thereon from the date of entry into the Escrow Agreement to (but not including) the date of redemption of the Senior Secured Notes.

The Indenture, the form of Senior Secured Notes, the Credit Agreement Amendment and the Services Agreement Amendment, are filed as exhibits 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

The disclosures under Item 1.01 of this Current Report on Form 8-K relating to the Indenture and the form of Senior Secured Notes are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.

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Cautionary Note Regarding Forward-Looking Statements

Many of the statements included in this Current Report on Form 8-K constitute “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, they include statements relating to the Company’s future actions and strategies. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Narrative Analysis of the Results of Operations and Financial Condition” contained therein).

Item 9.01 Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Document
4.1	Indenture, dated May 8, 2017, between Remote Escrow Finance Vehicle LLC and The Bank of New York Mellon.
4.2	Form of 10.500% Senior Secured First Lien Note due 2022 (incorporated by reference to Exhibit 4.1 filed herewith).
10.1	Amendment No. 2 to Revolving Credit Agreement, dated May 8, 2017, by and among GenOn Energy, Inc., as borrower, NRG Americas, Inc., as borrower, the guarantors party thereto and NRG Energy, Inc., as administrative agent and lender.
10.2	Services Agreement Amendment, dated May 8, 2017, between GenOn Energy, Inc. and NRG Energy, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GenOn Energy, Inc.
	By:	/s/ Brian E. Curci
		Brian E. Curci
		Corporate Secretary
Dated: May 9, 2017

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Exhibit Index

Exhibit No.	Document
4.1	Indenture, dated May 8, 2017, between Remote Escrow Finance Vehicle LLC and The Bank of New York Mellon.
4.2	Form of 10.500% Senior Secured First Lien Note due 2022 (incorporated by reference to Exhibit 4.1 filed herewith).
10.1	Amendment No. 2 to Revolving Credit Agreement, dated May 8, 2017, by and among GenOn Energy, Inc., as borrower, NRG Americas, Inc., as borrower, the guarantors party thereto and NRG Energy, Inc., as administrative agent and lender.
10.2	Services Agreement Amendment, dated May 8, 2017, between GenOn Energy, Inc. and NRG Energy, Inc.

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EX-4.1

Exhibit 4.1

EXECUTION VERSION

REMOTE ESCROW FINANCE VEHICLE LLC

to be merged with and into

GENON ENERGY, INC.

10.500% SENIOR SECURED FIRST LIEN NOTES DUE 2022

INDENTURE

Dated as of May 8, 2017

The Bank of New York Mellon

as Trustee

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	24
Section 1.03	[Reserved]	24
Section 1.04	Rules of Construction	24
ARTICLE 2
THE ISSUANCE OF NOTES AND ADDITIONAL SECURITIES

Section 2.01	Form and Dating of Notes; Creation of Additional Securities	25
Section 2.02	Execution and Authentication	28
Section 2.03	Registrar and Paying Agent	28
Section 2.04	Paying Agent to Hold Money in Trust	29
Section 2.05	Holder Lists	29
Section 2.06	Transfer and Exchange	29
Section 2.07	Issuance of Additional Notes	40
Section 2.08	Replacement Securities	40
Section 2.09	Outstanding Securities	41
Section 2.10	Treasury Securities	41
Section 2.11	Temporary Securities	41
Section 2.12	Cancellation	42
Section 2.13	Defaulted Interest	42
Section 2.14	CUSIP Numbers	42
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee	42
Section 3.02	Selection of Notes to Be Redeemed or Purchased	43
Section 3.03	Notice of Redemption	43
Section 3.04	Effect of Notice of Redemption	44
Section 3.05	Deposit of Redemption or Purchase Price	44
Section 3.06	Notes Redeemed or Purchased in Part	45
Section 3.07	Optional Redemption	45
Section 3.08	Mandatory Redemption	45
Section 3.09	Special Mandatory Redemption	46
ARTICLE 4
COVENANTS
Section 4.01	Payment of Notes	46
Section 4.02	Maintenance of Office or Agency	46
Section 4.03	Reports	47
Section 4.04	Compliance Certificate	49
Section 4.05	Taxes	49
Section 4.06	Stay, Extension and Usury Laws	49
Section 4.07	Restricted Payments	49
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	53

		Page
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock	55
Section 4.10	Asset Sales	59
Section 4.11	Transactions with Affiliates	62
Section 4.12	Liens	65
Section 4.13	Corporate Existence	67
Section 4.14	Offer to Repurchase Upon Change of Control Triggering Event	67
Section 4.15	Offer to Repurchase Upon Earlier Maturity of Existing Indebtedness	69
Section 4.16	No Layering of Debt	70
Section 4.17	Limitation on Sale and Leaseback Transactions	70
Section 4.18	Subsidiary Guarantees	71
Section 4.19	Designation of Restricted, Unrestricted and Excluded Project Subsidiaries	71
Section 4.20	SPV Status Prior to the SPV Merger	72
Section 4.21	Calculation of Original Issue Discount	72
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of Assets	72
Section 5.02	Successor Corporation Substituted	73
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	74
Section 6.02	Acceleration; Applicable Premium Payable	76
Section 6.03	Other Remedies	77
Section 6.04	Waiver of Past Defaults	77
Section 6.05	Control by Majority	77
Section 6.06	Limitation on Suits	77
Section 6.07	Rights of Holders of Notes to Receive Payment	78
Section 6.08	Collection Suit by Trustee	78
Section 6.09	Trustee May File Proofs of Claim	78
Section 6.10	Priorities	79
Section 6.11	Undertaking for Costs	79
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee	79
Section 7.02	Rights of Trustee	80
Section 7.03	Individual Rights of Trustee	82
Section 7.04	Trustee’s Disclaimer	82
Section 7.05	Notice of Defaults	83
Section 7.06	Reports by Trustee to Holders of the Securities	83
Section 7.07	Compensation and Indemnity	83
Section 7.08	Replacement of Trustee	84
Section 7.09	Successor Trustee by Merger, etc.	85
Section 7.10	Eligibility; Disqualification	85
Section 7.11	Tax Withholding	85
Section 7.12	Co-Trustee	86
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	87

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		Page
Section 8.02	Legal Defeasance and Discharge	87
Section 8.03	Covenant Defeasance	88
Section 8.04	Conditions to Legal or Covenant Defeasance	88
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	89
Section 8.06	Repayment to Company	90
Section 8.07	Reinstatement	90
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	90
Section 9.02	With Consent of Holders of Notes	91
Section 9.03	[Reserved]	93
Section 9.04	Revocation and Effect of Consents	93
Section 9.05	Notation on or Exchange of Securities	93
Section 9.06	Trustee to Sign Amendments, etc.	93
ARTICLE 10
SUBSIDIARY GUARANTEES
Section 10.01.	Guarantee	93
Section 10.15	Subrogation; Limitation on Guarantor Liability	94
Section 10.16	Execution and Delivery of Subsidiary Guarantee	95
Section 10.17	Guarantors May Consolidate, etc., on Certain Terms	95
Section 10.18	Releases	96
ARTICLE 11
COLLATERAL AND SECURITY
Section 11.01	Note Security Documents	97
Section 11.02	Recording and Opinions	98
Section 11.03	Release of Collateral	98
Section 11.04	[Reserved]	98
Section 11.05	Certificates of the Trustee	98
Section 11.06	Authorization of Actions to Be Taken by the Trustee Under the Note Security Documents	98
Section 11.07	Authorization of Receipt of Funds by the Trustee Under the Note Security Documents	99
Section 11.08	Termination of Security Interest	99
ARTICLE 12
SATISFACTION AND DISCHARGE
Section 12.01	Satisfaction and Discharge	99
Section 12.02	Application of Trust Money	100
ARTICLE 13
MISCELLANEOUS
Section 13.01	[Reserved]	100
Section 13.02	Notices	100
Section 13.03	Communication by Holders of Securities with Other Holders of Securities	102
Section 13.04	Certificate and Opinion as to Conditions Precedent	102
Section 13.05	Statements Required in Certificate or Opinion	102
Section 13.06	Rules by Trustee and Agents	103

iii

		Page
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders	103
Section 13.08	Governing Law: Waiver of Jury Trial; Submission to Jurisdiction	103
Section 13.09	No Adverse Interpretation of Other Agreements	104
Section 13.10	Successors	104
Section 13.11	Severability	104
Section 13.12	Counterpart Originals	104
Section 13.13	Table of Contents, Headings, etc.	104
Section 13.14	Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations	104

EXHIBITS

Exhibit A	FORM OF NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E	FORM OF SUPPLEMENTAL INDENTURE

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INDENTURE dated as of May 8, 2017 between Remote Escrow Finance Vehicle LLC, a Delaware limited liability company and The Bank of New York Mellon, as trustee (the “Trustee”).

The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 10.500% Senior Secured First Lien Notes due 2022 (the “Notes”) and any other Additional Securities issued pursuant to this Indenture after the date hereof:

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01Definitions.

For purposes of the Notes, the following terms will have the meanings set forth in this Section 1.01.  For purposes of any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the defined terms to be used therein, which may include some, all or none of the terms contained in this Section 1.01.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“144A Global Security” means a Global Security, in the form specified in the applicable Supplemental Indenture pursuant to which such Series of Securities is created, bearing the Global Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person or asset existing at the time such other Person or asset is merged with or into, is acquired by, or became a Subsidiary of such specified Person, as the case may be, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Notes.

“Additional Securities” means any debentures, notes and other debt instruments of the Company of any Series, other than the Notes, authenticated and delivered under this Indenture.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, that, a Person will be deemed to be an Affiliate of the Company if the Company has knowledge that such Person beneficially owns 10% or more of the Voting Stock of the Company; provided, further, that the Company will only be deemed to

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have knowledge of any Person beneficially owning 10% or more of the Company’s Voting Stock if such Person has filed a Statement of Beneficial Ownership pursuant to Sections 13(d) or 13(g) of the Exchange Act or has provided written notice thereof to the Company. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Law” means, as to any Person, any law, rule, regulation, ordinance or treaty, or any determination by an arbitrator or a court or other governmental authority, including the Electric Reliability Council of Texas, in each case, applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property is subject.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(1)1.0% of the principal amount of such Note; or

(2)the excess (if any) of:

(a)the present value at such redemption date of (i) the redemption price of such Note at June 1, 2020 (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through June 1, 2020 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)the principal amount of the Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1)the sale, lease (other than an operating lease), conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Sections 4.14 and 5.01 hereof, and not by Section 4.10(c) hereof; and

(2)the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)any single transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $10 million;

(2)a transfer of assets or Equity Interests (a) between or among the Company and the Guarantors or (b) between or among Restricted Subsidiaries that are not Guarantors;

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(3)an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

(4)the sale or lease of products or services and any sale or other disposition of damaged, worn-out or obsolete assets;

(5)the sale or discount, in each case without recourse, of accounts receivable, but only in connection with the compromise or collection thereof;

(6)the licensing of intellectual property;

(7)the sale, lease, conveyance or other disposition for value of energy, fuel or emission credits or contracts for any of the foregoing;

(8)the sale or other disposition of cash or Cash Equivalents;

(9)a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment;

(10)to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any “boot” thereon) for use in a Permitted Business;

(11)a disposition of assets in connection with a foreclosure, transfer or deed in lieu of foreclosure or other exercise of remedial action;

(12)any sale and leaseback transaction that is a Permitted Tax Lease; and

(13)(a) the sale, transfer or other disposition of the equity or other interests in all or a portion of the assets of REMA or any of its subsidiaries (as well as the related fuel supply entities NRG ECA Pipeline LLC and its subsidiaries and Key/Con Fuels LLC and its subsidiaries) or GenMa or any of its subsidiaries and (b) the cancellation, termination or other discharge of intercompany notes or other obligations between the Company and REMA; provided, however, that any cash proceeds of such sale, transfer or other disposition will be considered Net Proceeds of an Asset Sale subject to Section 4.10(c) hereof.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(A)with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

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(B)with respect to a partnership, the Board of Directors (or person or entity serving a similar function) of the general partner of the partnership;

(C)with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or board of directors; and

(D)with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(A)in the case of a corporation, corporate stock;

(B)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(C)in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(D)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(A)United States dollars, Euros or, in the case of any Foreign Subsidiary, any local currencies held by it from time to time;

(B)(i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) and (ii) debt obligations issued by the Government National Mortgage Association, Farm Credit System, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Financing Corporation and Resolution Funding Corporation, in each case, having maturities of not more than 12 months from the date of acquisition;

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(C)certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and whose long-term debt, or whose parent company’s long-term debt, has a rating of A2 or higher from Moody’s and A or higher from S&P or, if Moody’s and S&P do not rate the relevant bank, an equivalent rating issued by an equivalent non-U.S. rating agency, if any;

(D)repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(E)commercial paper and auction rate securities having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing within 12 months after the date of acquisition;

(F)readily marketable direct obligations issued by any state of the United States or any political subdivision thereof, in either case having one of the two highest rating categories obtainable from either Moody’s or S&P; and

(G)money market funds that invest primarily in securities described in clauses (1) through (6) of this definition.

“Change of Control” means the occurrence of any of the following:

(1)the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of the Company, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan) that is not 100% owned, directly or indirectly, by NRG Energy, Inc. (other than the Company and its Subsidiaries);

(2)the adoption of a plan relating to the liquidation or dissolution of the Company;

(3)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) that is not 100% owned, directly or indirectly, by NRG Energy, Inc. (other than the Company and its Subsidiaries) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; provided, however, that a reorganization transaction in which a parent entity of the Company is formed and no “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such parent entity shall not be deemed to be a Change of Control; or

(4)the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding, immediately prior to such transaction, is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person,

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constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“Change of Control Triggering Event” means a Change of Control has occurred.

“Clearstream” means Clearstream Banking, S.A.

“Code” means the US Internal Revenue Code of 1986, as amended.

“Collateral” means all the assets and properties subject to the Liens created by the Security Documents.

“Collateral Trust Agreement” means the amended and restated collateral trust agreement, to be dated as of the Completion Date, among the Collateral Trustee, the Company, the Guarantors party thereto from time to time, each other grantor of Collateral, the Trustee and NRG Energy, Inc., as amended, amended and restated, supplemented, waived, modified, renewed or replaced from time to time.

“Collateral Trustee” means The Bank of New York Mellon, as collateral trustee, and any and all successors thereto.

“Company” means, prior to the SPV Merger, the SPV, and following the consummation of the SPV Merger, GenOn Energy, Inc., and any and all successors thereto.

“Completion Date” has the meaning set forth in the Escrow and Security Agreement.

“Consolidated Debt Ratio” means as of any date of determination, the ratio of (1) GenOn’s Consolidated Total Indebtedness as of the applicable ratio calculation date to (2) GenOn’s EBITDA for the period of four consecutive fiscal quarters ended prior to such date.

“Consolidated Interest Expense” means, for any Person for any period, with reference to the Person’s consolidated financial statements, the aggregate of interest expense accrued during such period by such Person and its Subsidiaries on a consolidated basis on Indebtedness plus the amount of interest which was capitalized, less the sum of, without duplication, (a) the total interest income of such Person and its Subsidiaries (other than Excluded Project Subsidiaries), and (b) the interest expense attributable to Indebtedness of any Excluded Project Subsidiary.

“Consolidated Net Tangible Assets” means, as of any date of determination, the total amount of all assets of the Company and its subsidiaries, determined on a consolidated basis in accordance with GAAP, as of the end of the most recent fiscal quarter for which the Company’s financial statements are available, less the sum of:

(1)the Company’s consolidated current liabilities as of such quarter end, determined on a consolidated basis in accordance with GAAP; and

(2)the Company’s consolidated assets that are properly classified as intangible assets as of such quarter end, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate outstanding Indebtedness of GenOn and its Subsidiaries and (2) the aggregate amount of all of GenOn’s outstanding Disqualified Stock and all preferred stock of GenOn’s Subsidiaries, with the amount of such Disqualified Stock and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and their Maximum Fixed Repurchase Prices, in each case, determined on a consolidated basis in accordance with GAAP; provided, however, that Consolidated Total Indebtedness will exclude (i) all Indebtedness of Excluded Subsidiaries (but, for the avoidance of

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doubt, not Guarantees of such Indebtedness by GenOn or any of the Guarantors) , (ii) any Hedging Obligations and (iii) any undrawn letters of credit of GenOn or its Subsidiaries.

For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or preferred stock means the price at which such Disqualified Stock or preferred stock could be redeemed or repurchased by the issuer thereof in accordance with its terms at the option of the holder thereof, in each case, determined on any date on which Consolidated Total Indebtedness shall be required to be determined.

“Contribution Indebtedness” means Indebtedness of the Company in an aggregate principal amount not to exceed the aggregate amount of cash received by the Company after the Issue Date from the sale of its Equity Interests (other than Disqualified Stock) or as a contribution to its common equity capital (in each case, other than to or from a Subsidiary of the Company); provided that such Indebtedness (a) is incurred within 180 days after the sale of such Equity Interests or the making of such capital contribution and (b) is designated as “Contribution Indebtedness” pursuant to an officer’s certificate on the date of its incurrence. Any sale of Equity Interests or capital contribution that forms the basis for an incurrence of Contribution Indebtedness will not be considered to be a sale of Qualifying Equity Interests and will be disregarded for purposes of the “Restricted Payments” covenant.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Corporate Trust Office of the Trustee” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of the execution of this instrument is located at the address of the Trustee specified in Section 12.02 hereof, or such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).

“Credit Facilities” means (i) one or more debt facilities or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, credit-linked deposits (or similar deposits) receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit including, without limitation, the NRG Credit Agreement and (ii) debt securities sold on or after the Completion Date to investors, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to investors) in whole or in part from time to time.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof.  Definitive Notes will be substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Definitive Security” means a certificated Security registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof.  Definitive Securities with respect to all other Series of Securities will be in the form specified in the Supplemental Indenture pursuant to which such Series of Securities is created.

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“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature (other than pursuant to a change of control provision substantially similar to that described under the caption “—Offer to purchase upon Change of Control”).

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“EBITDA” means, for any period, with reference to GenOn’s consolidated financial statements, income from continuing operations before income taxes and non-controlling interest; plus (1) depreciation and amortization; plus (2) Consolidated Interest Expense; plus (3) cash dividends or distributions actually received by GenOn or any of its Subsidiaries during such period from any entity which is not a consolidated Subsidiary or any Subsidiary whose income is excluded pursuant to the third sentence hereof. “EBITDA” shall not include the effect of gains or losses on sales or dispositions of assets; non-recurring items (including, for the avoidance of doubt, restructuring expenses); non-cash expenses and non-cash gains or losses, including as a result of hedge transactions being marked to market, but shall include cash payments and receipts from and in respect of settlement of Swap Agreements. Except to the extent provided in clause (3) of the first sentence hereof, “EBITDA” shall not include the effect of any income from continuing operations before income taxes and non-controlling interest attributable to (a) Excluded Subsidiaries to the extent that the declaration or payment of dividends or similar distributions by the Excluded Subsidiary of that income is not, as a result of an Excluded Subsidiary Debt Default, then permitted by operation of the terms of the relevant Excluded Subsidiary Debt Agreement (provided that the income of the Excluded Subsidiary will only be so excluded for that portion of the period during which the condition described in the preceding proviso has occurred and is continuing), and (b) for purposes of Section 4.07 hereof only, Excluded Project Subsidiaries. In addition, for purposes of calculating EBITDA, the amounts accrued as rent expense under the GenMa Lease and REMA Lease shall be treated as operating expenses for purposes of determining income from continuing operations, and no portion of such amounts shall be treated as Consolidated Interest Expense or principal amortization, such that, to the extent possible, the treatment of the obligations under the GenMa Lease and REMA Lease as such obligations are treated on the Issue Date is preserved. If during any period for which EBITDA is being determined, GenOn or any of its Subsidiaries shall have (i) made or consummated any acquisition for gross consideration of $10,000,000 or more (including debt assumed), then EBITDA shall be determined on a pro forma basis for such period as if such acquisition had been made or consummated as of the beginning of the first day of such period or (ii) made or consummated any asset sale that is not fully included in discontinued operations, then EBITDA shall be determined on a pro forma basis for such period as if such asset sale had been made or consummated as of the beginning of the first day of such period.

“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata or sediment, natural resources such as flora and fauna or as otherwise defined in any Environmental Law.

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“Environmental CapEx Debt” means Indebtedness of the Company or its Restricted Subsidiaries incurred for the purpose of financing capital expenditures deemed necessary by the Company or its Restricted Subsidiaries to comply with Environmental Laws.

“Environmental Claim” shall mean any and all actions, suits, demands, demand letters, claims, Liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any way to any Environmental Law or the release of or human exposure to any Hazardous Material.

“Environmental Law” means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety or Hazardous Materials.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Escrow Account” has the meaning assigned to such term in the Escrow and Security Agreement.

“Escrow and Security Agreement” means the Escrow and Security Agreement, dated as of May 8, 2017, among the Company, the Parent, the Trustee and The Bank of New York Mellon, as escrow agent, as such agreement may be amended, modified or supplemented from time to time.

“Escrow Property” has the meaning assigned to such term in the Escrow and Security Agreement.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Liens” means Liens on the property or assets of the Company and/or any of its Subsidiaries existing on the date of this Indenture securing Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness outstanding or committed to be funded under the NRG Credit Agreement).

“Excluded Foreign Subsidiary” means, at any time, any Foreign Subsidiary that is (or is treated as) for United States federal income tax purposes either (1) a corporation or (2) a pass-through entity owned directly or indirectly by another Foreign Subsidiary that is (or is treated as) a corporation.

“Excluded Project Subsidiary” shall mean, at any time,

(1) each Subsidiary of GenOn that is an obligor or otherwise bound with respect to Non-Recourse Debt on the Issue Date,

(2) any Person that becomes a Subsidiary of GenOn after the Issue Date that is an obligor or otherwise bound with respect to Indebtedness that constitutes Non-Recourse Debt and that is not an obligor with respect to any Indebtedness that is not Non-Recourse Debt,

(3) any Person that is a Subsidiary of GenOn on the Issue Date or any Person that becomes a Subsidiary of GenOn after the Issue Date and that, in each case, has been designated, by a certificate executed by a Responsible Officer, as an Excluded Project Subsidiary dedicated to constructing or acquiring power generation facilities or related ancillary assets or properties that are to be financed only with equity contributions and Non-Recourse Debt (and not any other Indebtedness),

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(4) REMA and its subsidiaries and GenMa and its Subsidiaries; and

(5) any Subsidiary of the Company that (i) has been released as a Guarantor under the Indenture pursuant to clause (7) of the third paragraph under the heading “Subsidiary Guarantees” or (ii), in the case of newly acquired or formed Subsidiaries, is not otherwise required to execute a Guarantee under the Indenture as set forth under the heading “Additional Subsidiary Guarantees.”

“Excluded Subsidiaries” means the Excluded Project Subsidiaries, the Excluded Foreign Subsidiaries and the Immaterial Subsidiaries.

“Excluded Subsidiary Debt Agreement” means the agreement or documents governing the relevant Indebtedness referred to in the definition of “Excluded Subsidiary Debt Default.”

“Excluded Subsidiary Debt Default” means, with respect to any Excluded Subsidiary, the failure of such Excluded Subsidiary to pay any principal or interest or other amounts due in respect of any Indebtedness, when and as the same shall become due and payable, or the occurrence of any other event or condition that results in any Indebtedness of such Excluded Subsidiary becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, lapse of time or both) the holder or holders of such Indebtedness or any trustee or agent on its or their behalf to cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.

“Existing Indebtedness” means Indebtedness of GenOn and its Subsidiaries (other than the Indebtedness under the NRG Credit Agreement) in existence on the Issue Date, until such amounts are repaid.

“Existing Liens” means Liens on the property or assets of GenOn or any of its Subsidiaries securing Indebtedness outstanding or committed to be funded on the Issue Date (other than Indebtedness outstanding or committed to be funded under the NRG Credit Agreement).

“Existing Unsecured Notes” means GenOn’s 7.875% Senior Notes due 2017, 9.500% Senior Notes due 2018 and 9.875% Senior Notes due 2020.

“Facility” means a power or energy related facility.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (for purposes of this definition, the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) Investments and acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the

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four-quarter reference period and EBITDA for such reference period will be calculated on the same pro forma basis;

(2) the EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness that is being incurred on the Calculation Date bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness).

If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition or disposition, or classification of such operation as discontinued had occurred at the beginning of the applicable four-quarter period.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)the consolidated interest expense of such Person and its Restricted Subsidiaries (other than interest expense of any Excluded Subsidiary the EBITDA of which is excluded from the EBITDA of such Person pursuant to the definition of “EBITDA”) for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2)the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)any interest accruing on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable in Equity Interests of the Company (other than

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Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; minus

(5)interest income for such period.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.

“Foreign Subsidiary Holding Company” means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“GenMa” means GenOn Mid-Atlantic, LLC, a Delaware limited liability company, or any successor thereto.

“GenMa Lease” means, collectively, the obligations of GenMa as facility lessee under the eleven facility lease agreements, each dated as of December 19, 2000, and under the related participation agreements and other documents executed in connection therewith, in each case as amended, modified or supplemented from time to time.

“GenOn” means GenOn Energy, Inc., a Delaware corporation or any successor thereto.

“Global Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Securities issued under this Indenture.

“Global Notes” means, individually and collectively, each Restricted Global Notes and each Unrestricted Global  Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee that bears the Global Legend and that has the “Schedule of Exchanges of Interests in the Global Security” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“Global Securities” means, individually and collectively, each Restricted Global Security and each Unrestricted Global Security deposited with or on behalf of and registered in the name of the Depositary or its nominee that bears the Global Legend and that has the “Schedule of Exchanges of Interests in the Global Security” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.  The Global Security in respect of the Notes will be in the form of Exhibit A hereto.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Governmental Authority” means any nation or government, any state, province, territory or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or

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administrative functions of or pertaining to government, or any non-governmental authority regulating the generation and/or transmission of energy.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means each of the Company’s current Restricted Subsidiaries that guarantees the Indebtedness under the NRG Credit Agreement as of the Issue Date, and each of:

(1)the Company’s future Restricted Subsidiaries other than the Excluded Subsidiaries; and

(2)any other Restricted Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture,

and their respective successors and assigns.

“Hazardous Materials” means (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2)(i) agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates, commodity prices or commodity transportation or transmission pricing or availability; (ii) any netting arrangements, power purchase and sale agreements, fuel purchase and sale agreements, swaps, options and other agreements, in each case, that fluctuate in value with fluctuations in energy, power or gas prices; and (iii) agreements or arrangements for commercial or trading activities with respect to the purchase, transmission, distribution, sale, lease or hedge of any energy related commodity or service.

“Holder” means a Person in whose name a Security is registered.

“Immaterial Subsidiary” means, at any time, any Restricted Subsidiary of the Company that is designated by the Company as an “Immaterial Subsidiary” if and for so long as such Restricted Subsidiary, together with all other Immaterial Subsidiaries, has (i) total assets at such time not exceeding 5% of the Company’s consolidated assets as of the most recent fiscal quarter for which balance sheet

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information is available and (ii) total revenues and operating income for the most recent 12-month period for which income statement information is available not exceeding 5% of the Company’s consolidated revenues and operating income, respectively; provided that such Restricted Subsidiary shall be an Immaterial Subsidiary only to the extent that and for so long as all of the above requirements are satisfied.

“Indebtedness” means, with respect to any specified Person, any indebtedness for money borrowed (which in no event shall include the GenMa Lease, the REMA Lease or any other capital leases or operating leases) that is incurred, issued, assumed or guaranteed by the Company or any of its Subsidiaries (except for any non-Guarantor Subsidiary).

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.

“Initial Notes” means the first $550,000,000 in aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Initial Purchaser” means Goldman Sachs & Co. LLC, and shall include any other entity designed as such in any Supplemental Indenture with respect to any Series of Securities issued after the date of this Indenture.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the fair market value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) hereof. Except as otherwise provided in the Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

Notwithstanding anything to the contrary herein, in the case of any Investment made by the Company or a Restricted Subsidiary of the Company in a Person substantially concurrently with a cash distribution by such Person to the Company or a Guarantor (a “Concurrent Cash Distribution”), then:

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(1) the Concurrent Cash Distribution shall be deemed to be Net Proceeds received in connection with an Asset Sale and applied as set forth above under Section 4.10(d) hereof, and

(2) the amount of such Investment shall be deemed to be the fair market value of the Investment, less the amount of the Concurrent Cash Distribution.

“Issue Date” means May 8, 2017.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Lien” means, with respect to any property or asset, any mortgage, deed of trust, deed to secure debt, lien, pledge, hypothecation, encumbrance, restriction, collateral assignment, charge or security interest in, on or of such property or asset.

“Minority Investment” means any Person (other than a Subsidiary) in which the Company or any Restricted Subsidiary owns Capital Stock.

“Moody’s” means Moody’s Investors Service, Inc. or any successor entity.

“Necessary CapEx Debt” means Indebtedness of the Company or its Restricted Subsidiaries incurred for the purpose of financing Necessary Capital Expenditures.

“Necessary Capital Expenditures” means capital expenditures that are required by Applicable Law (other than Environmental Laws) or undertaken for health and safety reasons. The term “Necessary Capital Expenditures” does not include any capital expenditure undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness (other than Indebtedness under a Credit Facility) secured by a Lien on the asset or assets that were the subject of such Asset Sale, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (other than an Excluded Project Subsidiary) (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) other than pursuant to a Non-Recourse Guarantee or any arrangement to provide or guarantee to provide goods and services on an arm’s length basis, (b) is directly or indirectly liable as a guarantor or otherwise, other than pursuant to a Non-Recourse Guarantee, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries (in each case, other than any Priority Lien Obligation or Non-Recourse Debt) to declare a default on such

15

other Indebtedness or cause the payment of such other Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) in the case of Non-Recourse Debt incurred after the Issue Date, as to which the lenders have been notified in writing, or have otherwise agreed, that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries except as otherwise permitted by clauses (1) or (2) above;

provided, however, that the following shall be deemed to be Non-Recourse Debt:  (i) Guarantees with respect to debt service reserves established with respect to a Subsidiary to the extent that such Guarantee shall result in the immediate payment of funds, pursuant to dividends or otherwise, in the amount of such Guarantee; (ii) contingent obligations of the Company or any other Subsidiary to make capital contributions to a Subsidiary; (iii) any credit support or liability consisting of reimbursement obligations in respect of letters of credit issued under and subject to the terms of, the NRG Credit Agreement to support obligations of a Subsidiary; (iv) agreements of the Company or any Subsidiary to provide, or Guarantees or other credit support (including letters of credit) by the Company or any Subsidiary of any agreement of another Subsidiary to provide, corporate, management, marketing, administrative, technical, energy management or marketing, engineering, procurement, construction, operation and/or maintenance services to such Subsidiary, including in respect of the sale or acquisition of power, emissions, fuel, oil, gas or other supply of energy, (v) any agreements containing Hedging Obligations, and any power purchase or sale agreements, fuel purchase or sale agreements, emissions credit purchase or sales agreements, power transmission agreements, fuel transportation agreements, fuel storage agreements, commercial or trading agreements and any other similar agreements entered into between the Company or any Subsidiary with or otherwise involving any other Subsidiary, including any Guarantees or other credit support (including letters of credit) in connection therewith, and (vi) any Investments in a Subsidiary, to the extent in the case of (i) through (vi) otherwise permitted by the Indenture.

“Non-Recourse Guarantee” means any Guarantee by the Company or a Guarantor of Non-Recourse Debt incurred by an Excluded Project Subsidiary as to which the lenders of such Non-Recourse Debt have acknowledged that they will not have any recourse to the stock or assets of the Company or any Guarantor, except to the limited extent set forth in such Guarantee.

“Note Security Documents” means the Collateral Trust Agreement and any mortgages, security agreements, pledge agreements or other instruments evidencing or creating Liens on the assets of the Company and the Guarantors to secure the obligations under the notes and the Indenture, as amended, restated, supplemented, waived or otherwise modified from time to time.

“NRG Credit Agreement” means the Revolving Credit Agreement among GenOn, as Borrower, NRG Americas, Inc., as Borrower, the several lenders from time to time parties hereto, and NRG Energy, Inc., as Administrative Agent and a lender, dated as of December 14, 2012, and as further amended from time to time, providing for up to $500 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” has the meaning assigned to such term in the preamble to this Indenture.  The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements

16

(including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and Guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Secretary, the Controller, Assistant Secretary or any Vice-President of such Person.

“Officer’s Certificate” means a certificate signed by an Officer of GenOn (or, prior to the SPV Merger, on behalf of the SPV), which Officer must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company (or, prior to the SPV Merger, by the manager of the SPV), that meets the requirements of Section 13.05 hereof, and delivered to the Trustee.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.05 hereof, and delivered to the Trustee.  The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.

“Original Issue Discount Legend” means the legend set forth in Section 2.06(g)(3) hereof to be placed on all Securities issued under this Indenture, if applicable.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Business” means the business of acquiring, constructing, managing, developing, improving, maintaining, leasing, owning and operating Facilities, together with any related assets or facilities, as well as any other activities reasonably related to, ancillary to, or incidental to, any of the foregoing activities (including acquiring and holding reserves), including investing in Facilities.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company that is a Guarantor;

(2) [Reserved];

(3) any issuance of letters of credit to support the obligations of any of the non-Guarantor Subsidiaries;

(4) any Investment in Cash Equivalents (and, in the case of non-Guarantor Subsidiaries only, Cash Equivalents or other liquid investments permitted under any Credit Facility to which it is a party);

(5) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company that is a Guarantor;

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(6) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10(d) hereof;

(7) Investments made as a result of the sale of Equity Interests of any Person that is a Subsidiary of the Company such that, after giving effect to any such sale, such Person is no longer a Subsidiary of the Company, if the sale of such Equity Interests constitutes an Asset Sale and the Net Proceeds received from such Asset Sale are applied as set forth in Section 4.10(d) hereof;

(8) Investments to the extent made in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(9) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes with Persons who are not Affiliates;

(10) Investments represented by Hedging Obligations;

(11) loans or advances to employees;

(12) repurchases of the notes or other Priority Lien Obligations;

(13) any Investment in securities of trade creditors, trade counter- parties or customers received in compromise of obligations of those Persons, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(14) negotiable instruments held for deposit or collection;

(15) receivables owing to the Company or any Restricted Subsidiary of the Company and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company of any such Restricted Subsidiary of the Company deems reasonable under the circumstances;

(16) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes;

(17) Investments resulting from the acquisition of a Person that at the time of such acquisition held instruments constituting Investments that were not acquired in contemplation of the acquisition of such Person;

(18) Investments made pursuant to a commitment that, when entered into, would have complied with the provisions of the Indenture;

(19) Investments in any non-Guarantor Subsidiary made by another non-Guarantor Subsidiary;

(20) other Investments made since the Issue Date in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (20) that are at the time outstanding not to exceed $30 million; provided, however, that if any Investment pursuant to this clause (20) is made in any Person that is not a Restricted Subsidiary of the Company and a Guarantor at the date of the making of the Investment and such Person becomes a Restricted Subsidiary and a Guarantor after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above, and shall cease to have been made pursuant to this clause (20); and

(21) an Investment in a Subsidiary that is an Immaterial Subsidiary immediately following such investment.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refund, refinance,

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replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is (a) subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or (b) subordinated in right of security to the notes or is unsecured, such Permitted Refinancing Indebtedness shall not constitute Priority Lien Obligations (except, in respect of the Existing Unsecured Notes, to the extent set forth in clause (1)(b) of Section 4.09(b) hereof;

(4) such Indebtedness is incurred either by the Company (and may be guaranteed by any Guarantor) or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(5) (i) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the notes, the Permitted Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (ii) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the notes, the Permitted Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the notes.

“Permitted Tax Lease” means a sale and leaseback transaction consisting of a “payment in lieu of taxes” program or any similar structure (including leases, sale-leasebacks, etc.) primarily intended to provide tax benefits (and not primarily intended to create Indebtedness).

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principal Property” means any building, structure or other facility, and all related property, plant or equipment or other long-term assets used or useful in the ownership, development, construction or operation of such building, structure or other facility owned or leased by the Company or any Guarantor and having a net book value in excess of 2.0% of Total Assets, except any such building, structure or other facility (or related property, plant or equipment) that in the opinion of the Board of Directors is not of material importance to the business conducted by the Company and its consolidated Subsidiaries, taken as a whole.

“Priority Lien Obligations” has the meaning given such term in the Collateral Trust Agreement.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Prudent Industry Practice” means those practices and methods as are commonly used or adopted by Persons in the Permitted Business in the United States in connection with the conduct of the business of such industry, in each case as such practices or methods may evolve from time to time, consistent in all material respects with all applicable legal requirements.

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“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualifying Equity Interests” means Equity Interests of us other than Disqualified Stock.

“Refinancing Liens” means Liens granted in connection with extending, renewing, replacing or refinancing in whole or in part any Indebtedness secured by Liens described in clauses (1) through (7) of Section 4.12 hereof; provided that (a) if the original Lien was required to be subordinated to the Liens securing the notes when initially incurred, such new Lien shall be subordinated to at least the same extent, and (b) Refinancing Liens do not (i) extend to property or assets other than property or assets of the type that were subject to the original Lien or (ii) secure Indebtedness having a principal amount in excess of the amount of Indebtedness being extended, renewed, replaced or refinanced (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith).

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

“Regulation S Global Security” means a Global Security, in the form specified in the applicable Supplemental Indenture pursuant to which such Series of Securities is created, bearing the Global Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

“Release” shall mean any placing, spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, disposing or depositing in, into, onto or through the Environment.

“REMA” means NRG REMA LLC, a Delaware limited liability company, or any successor thereto.

“REMA Lease” means, collectively, the obligations of REMA as facility lessee under the three facility lease agreements, each dated as of August 24, 2000, and under the related participation agreements and other documents executed in connection therewith, in each case as amended, modified or supplemented from time to time.

“Responsible Officer” of a Person means the chief executive officer, chief financial officer, treasurer or general counsel of such Person.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Definitive Security” means a Definitive Security bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Global Security” means a Global Security bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

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“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Group or any successor entity.

“SEC” means the Securities and Exchange Commission.

“Second Lien Obligations” has the meaning assigned to such term in the Collateral Trust Agreement.

“Securities” means all debentures, notes and other debt instruments of the Company of any Series authenticated and delivered under this Indenture, including all Notes and Additional Securities.

“Securities Act” means the Securities Act of 1933, as amended.

“Series” or “Series of Securities” means each series of Securities created pursuant to Section 2.01 hereof (for the avoidance of doubt, the Notes constitute a Series of Securities).

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Completion Date; provided that clause (3) of such definition will be disregarded.

“Specified Material Subsidiary” means any Restricted Subsidiary that owns the mortgaged properties that include the Hunterstown, Choctaw, Bowline or Canal power generation facilities.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Completion Date, and will not include any contingent obligations to repay, redeem or purchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“SPV” means Remote Escrow Finance Vehicle LLC, a Delaware limited liability company, or any successor thereto.

“SPV Merger” means the merger of the SPV with and into GenOn pursuant to the Agreement and Plan of Merger to be entered into between the SPV and GenOn on or prior to the Completion Date.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred in compliance with the terms of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

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(1)any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture.

“Supplemental Indenture” means any supplemental indenture entered into pursuant to Section 2.01 hereof to evidence the issuance of any Additional Securities or additional Subsidiary Guarantees after the date of this Indenture.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of us or any of GenOn’s Subsidiaries shall be a “Swap Agreement.”

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Total Assets” means the total consolidated assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Company.

“Treasury Rate” means, as of any redemption date for any Notes, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 1, 2020; provided, however, that if the period from the redemption date to June 1, 2020 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means, with respect to the Trustee, any officer assigned to the Corporate Trust Division - Corporate Finance Unit (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture, and, for the purposes of Section 7.01(c)(2) hereof and the second sentence of Section 7.05 hereof, shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Trustee” means The Bank of New York Mellon, as trustee, and any and all successors thereto.

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“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Definitive Security” means a Definitive Security that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Security” means a Global Security that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Company as an Unrestricted Subsidiary pursuant to a certificate executed by a Responsible Officer of the Company, but only to the extent that upon such designation such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable (as determined by a Responsible Officer) to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the certificate executed by a Responsible Officer of the Company giving effect to such designation and certifying that such designation complied with Section 4.19 hereof and was permitted by Section 4.07 hereof.  If, at any time, any Unrestricted Subsidiary fails to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted under the covenant described under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default would be in existence following such designation.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

Section 1.02Other Definitions.

For purposes of the Notes, the following terms will have the meanings set forth in this Section 1.02.  For purposes of any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the defined terms to be used therein, which may include some, all or none of the terms contained in this Section 1.02.

	Defined in
Term	Section
“Affiliate Transaction”	4.11
“Authentication Order”	2.02
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Legal Defeasance”	8.02
“Paying Agent”	2.03
“Payment Default”	6.01
“Registrar”	2.03

Section 1.03[Reserved].

Section 1.04Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)“including” is not limiting;

(5)words in the singular include the plural, and in the plural include the singular;

(6)“will” shall be interpreted to express a command;

(7)provisions apply to successive events and transactions; and

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(8)references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

The terms and provisions contained in this Indenture will apply to any Additional Securities issued from time to time pursuant to this Indenture, except as may be otherwise provided in the Supplemental Indenture with respect to such Additional Securities.

ARTICLE 2
THE ISSUANCE OF NOTES AND ADDITIONAL SECURITIES

Section 2.01Form and Dating of Notes; Creation of Additional Securities.

(a)Securities to be Issued in Series.  The aggregate amount of Securities that may be authenticated and delivered under this Indenture is unlimited.  The Securities may be issued in one or more Series.  All Additional Securities will have the terms set forth in the Supplemental Indenture pursuant to which such Series of Additional Securities is created, which Supplemental Indenture will detail the adoption of the terms of such Series of Additional Securities pursuant to the authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Supplemental Indenture creating such Series will detail the adoption of the terms thereof pursuant to the authority granted under a Board Resolution and will provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters; provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.

At or prior to the issuance of any Series of Additional Securities, the following terms shall be established in the Supplemental Indenture in respect of such Series created pursuant to authority granted under a Board Resolution and executed and delivered by the Company and the Trustee (and, if applicable, any guarantors of such Additional Securities):

(1)the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);

(2)the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;

(3)any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to this Article 2);

(4)the date or dates on which the principal of the Securities of the Series is payable;

(5)the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;

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(6)the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;

(7)if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;

(8)the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9)the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;

(10)if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof, the denominations in which the Securities of the Series shall be issuable;

(11)the forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities);

(12)if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;

(13)the currency of denomination of the Securities of the Series, which may be US Dollars or any other currency, including, but not limited to, the ECU, and if such currency of denomination is a composite currency other than the ECU, the agency or organization, if any, responsible for overseeing such composite currency;

(14)the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the Securities of the Series will be made;

(15)if payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined;

(16)the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;

(17)the provisions, if any, relating to any security or guarantee provided for the Securities of the Series, and any subordination in right of payment, if any, of the Securities of the Series;

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(18)any addition to or change in or deletion of any of the covenants set forth in Articles 4 or 5 which applies to Securities of the Series;

(19)any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02;

(20)any addition to or change in or deletion of any of the provisions and terms set forth in Articles 7 and 9 which applies to Securities of the Series;

(21)any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series and/or add additional provisions); and

(22)any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein.

All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Supplemental Indenture pursuant to which such Series is created, and the authorized principal amount of any Series may be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in such Supplemental Indenture.

(b)The Notes.  The Notes shall be issued in registered global form without interest coupons.  The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.  The Company shall furnish any such notations, legends or endorsements to the Trustee in writing.  Each Note shall be dated the date of its authentication.  The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of the Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(c)Global Securities.  Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  All other Global Securities will be in the form specified in the Supplemental Indenture pursuant to which such Series of Securities is created.  Each Global Security shall represent such of the outstanding Securities as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Securities from time to time as reflected in the records of the Trustee and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  The Trustee’s records shall be noted to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

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(d)Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Security that are held by Participants through Euroclear or Clearstream.

Section 2.02Execution and Authentication.

One Officer must sign the Securities for the Company by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time a Security is authenticated, the Security will nevertheless be valid.

A Security will not be valid until authenticated by the manual signature of the Trustee.  The signature will be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee shall, upon receipt of a written order of the Company signed by at least one Officer (an “Authentication Order”), authenticate Securities for original issue under this Indenture.  The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.08 hereof.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities.  An authenticating agent may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.

Section 2.03Registrar and Paying Agent.

The Company will maintain an office or agency with respect to each Series of Securities issued pursuant to this Indenture, where such securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where such Securities may be presented for payment (“Paying Agent”).  The Registrar will keep a register of all such Securities and of their transfer and exchange.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

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Section 2.04Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders of the Securities for which it is acting as Paying Agent or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on, the Notes, and will notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money.  If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.

Section 2.05Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders.  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.

Section 2.06Transfer and Exchange.

(a)Transfer and Exchange of Global Securities.  A Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  All Global Securities shall be exchanged by the Company for Definitive Securities if:

(1)the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;

(2)the Company in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and delivers a written notice to such effect to the Trustee; or

(3)there has occurred and is continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depositary shall instruct the Trustee.  Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof.  Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security.  A Global Security may not be exchanged for another Security other than as provided in this Section 2.06(a), however, beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

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(b)Transfer and Exchange of Beneficial Interests in the Global Securities.  The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Transfers of beneficial interests in the Global Securities also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Security.  Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the applicable Regulation S Global Security may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security.  Any person who transfers a beneficial interest in the Regulation S Global Security prior to the expiration of the applicable Restricted Period with respect to any Series of Additional Securities, Restricted Period shall be deemed to have certified that such transfer was not made to a U.S. person or for the account or benefit of a U.S. person (other than an Initial Purchaser).  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Securities.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A)both:

(i)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B)both:

(i)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (1) above.

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Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security(ies) pursuant to Section 2.06(h) hereof.

(3)Transfer of Beneficial Interests to Another Restricted Global Security.  A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transferee will take delivery in the form of a beneficial interest in the IAI Global Security, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted Global Security.  A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(B)if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of an

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Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Security.

(c)Transfer or Exchange of Beneficial Interests in Global Securities for Definitive Securities. Transfers or exchanges of beneficial interests in Global Securities for Definitive Securities shall in each case be subject to the satisfaction of any applicable conditions set forth in Section 2.06(b)(2) hereof, and to the requirements set forth below in this Section 2.06(c).

(1)Beneficial Interests in Restricted Global Securities to Restricted Definitive Securities.  If any holder of a beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Security, then, upon receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F)if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

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the Trustee shall cause the aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Security in the appropriate principal amount.  Any Definitive Security issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities are so registered.  Any Definitive Security issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in Restricted Global Securities to Unrestricted Definitive Securities.  A holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Definitive Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security only if the Registrar receives the following:

(A)if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Definitive Security, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(B)if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Beneficial Interests in Unrestricted Global Securities to Unrestricted Definitive Securities.  If any holder of a beneficial interest in an Unrestricted Global Security proposes to exchange such beneficial interest for a Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Security, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee shall cause the aggregate principal amount of the applicable Unrestricted Global Security to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Security in the appropriate principal amount.  Any Definitive Security issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities are so registered.  Any Definitive Security issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

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(d)Transfer and Exchange of Definitive Securities for Beneficial Interests.

(1)Restricted Definitive Securities to Beneficial Interests in Restricted Global Securities.  If any Holder of a Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive Securities to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F)if such Restricted Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such Restricted Definitive Security is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Security, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Security, in the case of clause (B) above, the 144A Global Security, in the case of clause (C) above, the Regulation S Global Security, and in all other cases, the IAI Global Security.

(2)Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities.  A Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive

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Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following:

(A)if the Holder of such Restricted Definitive Securities proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Security, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B)if the Holder of such Restricted Definitive Securities proposes to transfer such Securities to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Security, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Restricted Definitive Securities and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security.

(3)Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities.  A Holder of an Unrestricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Definitive Securities to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities.

If any such exchange or transfer from a Definitive Security to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Security has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of Definitive Securities so transferred.

(e)Transfer and Exchange of Definitive Securities for Definitive Securities.  Upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Securities.  Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)Restricted Definitive Securities to Restricted Definitive Securities.  Any Restricted Definitive Security may be transferred to and registered in the name of Persons who

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take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2)Restricted Definitive Securities to Unrestricted Definitive Securities.  Any Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security if the Registrar receives the following:

(A)if the Holder of such Restricted Definitive Securities proposes to exchange such Securities for an Unrestricted Definitive Security, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(B)if the Holder of such Restricted Definitive Securities proposes to transfer such Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Unrestricted Definitive Securities to Unrestricted Definitive Securities.  A Holder of Unrestricted Definitive Securities may transfer such Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from the Holder thereof.

(f)[Reserved].

(g)Legends.  The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.  Additional Securities will bear the legends, if any, provided for in the Supplemental Indenture pursuant to which such Series of Additional Securities is created.

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(1)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2)Global Legend.  Each Global Security will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3)Original Issue Discount Legend.  Each Note issued with original issue discount, if any, will bear a legend in substantially the following form:

“FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 IN AGGREGATE PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $[         ], THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $[           ], THE ISSUE DATE IS [    ], 201[  ] AND THE YIELD TO MATURITY IS [     ]% PER ANNUM.”

(h)Cancellation and/or Adjustment of Global Securities.  At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security will be reduced accordingly and a notation will be made on the records maintained  by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security will be increased accordingly and a  notation will be made on the records maintained by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Securities and Definitive Securities upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2)No service charge shall be made to a Holder of a beneficial interest in a Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 4.14, 4.15 and 9.05 hereof).

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(3)The Registrar shall not be required to register the transfer of or exchange of any Security selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4)All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange.

(5)The Company shall not be required:

(A)to issue, to register the transfer of or to exchange any Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption and ending at the close of business on the day of selection;

(B)to register the transfer of or to exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part; or

(C)to register the transfer of or to exchange a Security between a record date and the next succeeding interest payment date.

(6)Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7)The Trustee shall authenticate Global Securities and Definitive Securities in accordance with the provisions of Section 2.02 hereof.

(8)All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(9)None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Participants or Indirect Participants in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(10)None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, a Participants, Indirect Participants or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in the Securities or with respect to the delivery to any Participant, Indirect Participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of

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any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, the Paying Agent and the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants, Indirect Participants members, participants and any beneficial owners. The Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

(11)Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security.

Section 2.07Issuance of Additional Notes.

The Company shall be entitled, upon delivery to the Trustee of an Officer’s Certificate, Opinion of Counsel and Authentication Order, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of issuance and issue price.  The Initial Notes issued on the Issue Date and any Additional Notes issued shall be treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information:

(a)the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Supplemental Indenture; and

(b)  the issue price, the issue date and the CUSIP number of such Additional Notes.

Section 2.08Replacement Securities.

If any mutilated Security is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Security, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Security if the Trustee’s

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requirements are met.  If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced.  The Company may charge for its expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

Section 2.09Outstanding Securities.

The Securities outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.09 as not outstanding.  Except as set forth in Section 2.10 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security; however, Securities held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Security is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser.

If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Securities payable on that date, then on and after that date such Securities will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.10Treasury Securities.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Securities owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only such Notes that the Trustee has received written notice from the Company or any Guarantor, as applicable, certifying that the relevant Notes are  owned by either the Company or any Guarantor, as applicable, will be so disregarded.

Section 2.11Temporary Securities.

Until certificates representing Securities are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Securities.  Temporary Securities will be substantially in the form of certificated Securities but may have variations that the Company considers appropriate for temporary Securities and as may be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Securities in exchange for temporary Securities.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

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Section 2.12Cancellation.

The Company at any time may deliver Securities to the Trustee for cancellation.  The Registrar and Paying Agent will forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment.  Upon receipt of written direction from the Company, the Trustee and no one else will cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of canceled Securities (subject to the record retention requirements of the Exchange Act).  Certification of the destruction of all canceled Securities will be delivered to the Company.  The Company may not issue new Securities to replace Securities that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.13Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof.  The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment.  The Company will fix or cause to be fixed each such special record date and payment date.  At least 10 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.14CUSIP Numbers.

The Company in issuing the Securities may use (if then generally in use) “CUSIP”, “ISIN” or other similar numbers, and, if so, the Trustee shall use “CUSIP”, “ISIN” or other similar numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP”, “ISIN” or other similar numbers.

ARTICLE 3
REDEMPTION AND PREPAYMENT

For purposes of the Notes, Article 3 hereof provides the terms upon which redemption and prepayment may occur.  For purposes of any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms upon which redemption and prepayment may occur, which may include some, all or none of the terms contained in this Article 3 hereof.

Section 3.01Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days (45 days in the case of a partial redemption) but not more than 60 days before a redemption date, an Officer’s Certificate setting forth:

(1)the clause of this Indenture pursuant to which the redemption shall occur;

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(2)the redemption date;

(3)the principal amount of Notes to be redeemed; and

(4)the redemption price.

Section 3.02Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed at any time, the Trustee shall select Notes for redemption pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate (provided that, in the case of Global Notes, DTC may select beneficial interests in Global Notes for redemption pursuant to its applicable procedures) among all outstanding Notes or, if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, in either case, unless otherwise required by law or depositary requirements.

In the event of partial redemption by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed.  Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 shall be redeemed or purchased.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

No Notes of $2,000 or less shall be redeemed in part.  Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount of that Note that is to be redeemed.  A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder of Notes upon cancellation of the original Note.  Notes called for redemption become due on the date fixed for redemption.  On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Section 3.03Notice of Redemption.

At least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof.

The notice will identify the Notes to be redeemed and will state:

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(1)the redemption date;

(2)the redemption price;

(3)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(4)the name and address of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period as the Trustee in its sole discretion may allow), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Any redemption and notice thereof may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Section 3.04Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become, subject to any conditions precedent set forth in the notice of redemption, irrevocably due and payable on the redemption date at the redemption price.

Section 3.05Deposit of Redemption or Purchase Price.

One Business Day prior to the redemption or purchase date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of, accrued interest and premium, if any, on all Notes to be redeemed or purchased on that date.  Promptly after the Company’s written request, the Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, accrued interest and premium, if any, on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase.  If a Note is redeemed or purchased on or after an interest record date but on or

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prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07Optional Redemption.

(a)[Reserved].

(b)At any time prior to June 1, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(c)Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to June 1, 2020.

(d)On or after June 1, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2020	105.250	%
2021 and thereafter	100.000	%

(e)Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08Mandatory Redemption.

Except as described in Section 3.09 hereof, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

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Section 3.09Special Mandatory Redemption.

(a)The Escrow Property will be held by the Trustee, in its capacity as Escrow Agent, in the Escrow Account pursuant to the Escrow and Security Agreement.  The Escrow Property will be invested as provided in the Escrow and Security Agreement.

(b)If the conditions to release of the Escrow Property to the Company, which are set forth in Section 1.4 of the Escrow and Security Agreement, have not been satisfied on or before June 14, 2017, the Company will redeem all and not less than all of the outstanding Notes upon not less than 10 days’ notice, pursuant to the terms of the Escrow and Security Agreement, at a redemption price equal to 104% of the aggregate principal amount of Notes, plus accrued and unpaid interest, to, but not including the redemption date.  Such redemption may also be made prior to June 14, 2017 if the Company determines at any time in its sole discretion to consummate such redemption pursuant to this Section 3.09.

(c)Immediately upon receipt by the Paying Agent of the Escrow Property, the Trustee will notify the Holders of the date fixed for special mandatory redemption pursuant to this Section 3.09.

Other than as specifically provided in this Section 3.09, any redemption pursuant to this Section 3.09 will be made pursuant to the provisions of Section 3.04 through 3.05 hereof.

ARTICLE 4
COVENANTS

For purposes of the Notes, Article 4 hereof provides the terms of the various covenants to which the Notes are subject.  For purposes of any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms of the covenants to which such Additional Securities are subject, which may include some, all or none of the covenants contained in this Article 4 hereof.

Section 4.01Payment of Notes.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

Section 4.02Maintenance of Office or Agency.

The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind

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such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.  The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03Reports.

(a)Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish to Holders or cause the Trustee to furnish to Holders:

(1)at any time that the Company is subject to the reporting requirements of  Section 13 or 15(d) of the Exchange Act:

(A)within 90 days of the end of each fiscal year and within 60 days of the end of each fiscal quarter, all annual and quarterly reports that would be required to be filed with the SEC on Forms 10-K and 10-Q if the Company were required to file such reports; and

(B)within the time periods specified in the SEC’s rules and regulations that would be applicable if the Company were subject to such rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

(2)At any time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act:

(A)within 90 days after the end of each fiscal year of the Company, (i) a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the Company and its Subsidiaries as of the close of such fiscal year and the consolidated results of its operations during such fiscal year; provided that if the Company includes the financial results of any person that is an Unrestricted Subsidiary of the Company in such annual financial statements and such Unrestricted Subsidiary would not be considered an Immaterial Subsidiary were it subject to such definition, the Company shall also provide a supplement showing consolidating information for the Company and its Restricted Subsidiaries, (ii) a narrative discussion of results for such fiscal year (which need not be compliant with Regulation S-K of the Securities Act) but shall be comparable in form with respect to such year to the “Management’s discussion and analysis of financial condition and results of operations” included in the Offering Circular dated May 4, 2017 (the “Offering Circular”), relating to the offering of the Notes; and (iii) setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants; and

(B)within 60 days following the end of each fiscal quarter of the Company, (i) a consolidated balance sheet and related statements of operations, cash flows and owner’s equity showing (x) the financial position of the Company and its Subsidiaries as

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of the close of such fiscal quarter and the consolidated and consolidating results of its operations during such fiscal quarter and (y) the then-elapsed portion of the fiscal year; provided that if the Company includes the financial results of any person that is an Unrestricted Subsidiary of the Company in such interim financial statements and such Unrestricted Subsidiary would not be considered an Immaterial Subsidiary were it subject to such definition, the Company shall also provide a supplement showing consolidating information for the Company and its Restricted Subsidiaries, (ii) a narrative discussion of results (which need not be compliant with Regulation S-K of the Securities Act) but shall be comparable in form with respect to such interim periods to the “Management’s discussion and analysis of financial condition and results of operations” included in the Offering Circular and (iii) setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year; provided that any prior periods need not be shown on a pro forma basis; and

(C)promptly after the occurrence of a material event that the Company announces publicly or any acquisition, disposition or restructuring, merger, issuance of Material Indebtedness or similar transaction that is material to the Company and the Restricted Subsidiaries, taken as a whole, or a senior executive officer or director changes at the Company or a change in auditors of the Company, a report containing a description of such event.

All such reports will be prepared, within the time periods specified above, in all material respects in accordance with all of the rules and regulations applicable to such reports. All annual reports on Form 10-K or annual information, as applicable, will include a report on the Company’s consolidated financial statements by its independent registered public accounting firm or independent auditors.

In addition, the Company will file a copy of each of the reports referred to in clauses (1)(A) and (1)(B) above with the SEC for public availability within the time periods specified in such clauses  (unless the SEC will not accept such a filing). The Company hereby agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will use its reasonable best efforts to post the reports referred to in this Section 4.03(a) on its website within the time periods specified above. To the extent such filings are made, the reports will be deemed to be furnished to the Trustee and Holders on the date filed.

So long as any notes are outstanding, the Company will also:

(A)within 15 business days after furnishing to the Trustee and the holders the reports required by clauses (1) or (2) above, hold a conference call for all holders and securities analysts to discuss such reports and the results of operations for the relevant annual or quarterly reporting period; and

(B)issue a notice in accordance with the second succeeding paragraph, no fewer than three business days prior to the date of the conference call required to be held in accordance with clause (A) above, announcing the time and date of such conference call and either including all information necessary to access the call or directing holders to contact the appropriate person at the Company to obtain such information.

(b)In addition, to the extent not satisfied by the foregoing, the Company shall, for so long as any Notes remain outstanding (unless satisfied or discharged or defeased), furnish to Holders and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (as in effect on the Issue Date).

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(c)Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 4.04Compliance Certificate.

(a)The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, and interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company’s fiscal year ends December 31st.

(b)So long as any of the Notes are outstanding, the Company shall deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

Section 4.06Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of the Indenture; and the Company and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07Restricted Payments.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

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(1)declare or pay any dividend or make any distribution (whether made in cash, securities or other property) on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) except (A) dividends or distributions payable in its Capital Stock (other than Disqualified Stock), and (B) dividends or distributions payable by any of its Restricted Subsidiaries on a pro rata basis (or on more favorable terms from the perspective of the Company and its Restricted Subsidiaries);

(2)purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any indirect parent of the Company (including in connection with any merger or consolidation) held by Persons other than the Company or any of its Restricted Subsidiaries (other than in exchange for its Capital Stock (other than Disqualified Stock));

(3)make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is a Second Lien Obligation, is unsecured or is contractually subordinated to the notes or any Subsidiary Guarantee of the Notes (excluding any intercompany Indebtedness between or among us and any of the Restricted Subsidiaries); or

(4)make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(A)no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(B)on a pro forma basis after giving effect to such Restricted Payment and any transaction related thereto, the Consolidated Debt Ratio does not exceed 5.75 to 1.0; or

(C)the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date (excluding clauses (1), (2), (3) and (5) through (11) of this Section 4.07) is less than the sum of:

(i)the Company’s EBITDA, minus 140% of the Company’s Consolidated Interest Expense, in each case for the period (taken as one accounting period) beginning on the first day of the Company’s first full fiscal quarter after the second anniversary of the Issue Date to the end of its most recently ended fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment; plus

(ii)100% of the fair market value of any property or assets (other than Disqualified Stock) and the aggregate net cash proceeds in each case received by the Company or any Guarantor since the Issue Date in exchange for Qualifying Equity Interests or from the issue or sale of Qualifying Equity Interests or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities issued by the Company or any Guarantor that have been converted into or exchanged for such Qualifying Equity Interests by a Person that is not one of the Company’s Subsidiaries; plus

(iii)to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash after the Issue

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Date, the cash return with respect to such Restricted Investment (less the cost of disposition, if any) to the extent not already included in the Company’s EBITDA since the Issue Date; plus

(iv)100% of any cash received by the Company or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary or an Excluded Project Subsidiary, to the extent that such cash was not otherwise included in the Company’s EBITDA; plus

(v)to the extent that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the Issue Date or an Excluded Project Subsidiary that became an Excluded Project Subsidiary after the Issue Date is redesignated as a Restricted Subsidiary and is not an Excluded Project Subsidiary after the Issue Date, the fair market value of the Company’s Investment in such Subsidiary as of the date of such redesignation.

(b)The provisions of Section 4.07(a) hereof will not prohibit:

(1)any purchase, repurchase, redemption, defeasance or other acquisition or retirement of indebtedness that is a Second Lien Obligation or is unsecured or is contractually subordinated to the notes, the Company’s Capital Stock or Disqualified Stock made by, exchange for, or out of the proceeds of the substantially concurrent sale of, the Company’s Capital Stock (other than Disqualified Stock and other than Capital Stock issued or sold to, or a capital contribution by, any of the Company’s Restricted Subsidiaries or an employee stock ownership plan or similar trust to the extent such sale to, or contribution by, an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any of its Restricted Subsidiaries unless such loans have been repaid with cash on or prior to the date of determination) or a cash capital contribution to the Company; provided, however, that the net cash proceeds from such sale of Capital Stock or capital contributions will be excluded from clause (C)(ii) of Section 4.07(a)(4) hereof;

(2)any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or any of its Restricted Subsidiaries made by, exchange for, or out of the proceeds of the substantially concurrent sale of Disqualified Stock of ours or such Restricted Subsidiary, as the case may be;

(3)the purchase, repurchase, redemption, defeasance, repayment or other acquisition or retirement for value of any (A) Existing Unsecured Notes solely with the proceeds of, or in exchange for, Second Lien Obligations and (B) Second Lien Obligations, unsecured Indebtedness of the Company or any of its Restricted Subsidiaries (including the Existing Unsecured Notes) or any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee, in each case, (i) solely with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness, (ii) in exchange for Indebtedness constituting Permitted Refinancing Indebtedness or Equity Interests issued by the Company or (iii) any combination of the foregoing clauses (i) and (ii);

(4)dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this provision;

(5)so long as no Default or Event of Default has occurred and is continuing,

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(A) (i) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company or any of its Restricted Subsidiaries held by any current or former officer, director or employee (or any estate, heir or assigns of any such person) of the Company or of any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, severance agreement, shareholders’ agreement or similar agreement or employee benefit plan or (ii) the cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from any current or former officer, director or employee (or any estate, heir or assigns of any such person) of the Company or of any of its Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Company or any of its Restricted Subsidiaries; provided that the aggregate price paid for the actions in clause (i) may not exceed $3 million in any twelve-month period and $15 million in the aggregate since the Issue Date; provided, further that (A) such amount in any calendar year may be increased by the cash proceeds of “key man” life insurance policies received by, or contributed to, the Company and its Restricted Subsidiaries after the Issue Date less any amount previously applied to the making of Restricted Payments pursuant to this clause (A), and (B) cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from employees, officers, directors and consultants (or any estate, heir or assigns of any such person) of the Company or any of its Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Company or of any of its Restricted Subsidiaries from such Persons shall be permitted under this clause (A) as if it were a repurchase, redemption, acquisition or retirement for value subject hereto; and

(B) loans or advances to employees or directors of the Company or any of its Restricted Subsidiaries, the proceeds of which are used to purchase Capital Stock of the Company in an aggregate amount not in excess of $5 million at any one time outstanding (loans or advances that are forgiven shall continue to be deemed outstanding); and

(6)so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries or Preferred Stock of the Company or any of its Restricted Subsidiaries issued in accordance with the terms of the Indenture after the Completion Date, to the extent such dividends are included in the definition of “Consolidated Interest Expense”;

(7)repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible securities if such Capital Stock represents a portion of the exercise price thereof and repurchases of Capital Stock in connection with the withholding of a portion of the Capital Stock granted or awarded to an employee to pay for the taxes payable by such employee upon the vesting of such grant or award;

(8)payments to holders of the Company’s Capital Stock in lieu of the issuance of fractional shares of its Capital Stock;

(9)the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right, in an aggregate amount not to exceed $2 million since the Issue Date, of any rights granted pursuant to any shareholders’ rights plan adopted; provided that such purchase, redemption, acquisition, cancellation or other retirement of such rights is not for the purpose of

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evading the limitations of this Section 4.07 (all as determined in good faith by a senior financial officer);

(10)so long as no Default has occurred and is continuing or would be caused thereby, upon the occurrence of a Change of Control or Asset Sale and after the completion of a Change of Control Offer pursuant to Section 4.14 hereof or an Asset Sale Offer pursuant to Section 4.10(d) hereof, as applicable (including the purchase of all notes tendered), any purchase, defeasance, retirement, redemption or other acquisition of Second Lien Obligations or Indebtedness that is unsecured or contractually subordinated to the notes or any Subsidiary Guarantee required under the terms of such Indebtedness, or any Disqualified Stock, with, in the case of an Asset Sale, Net Proceeds, as a result of such Change of Control or Asset Sale;

(11)any cancellation, termination or other discharge of intercompany notes or other obligations between the Company and REMA; and

(12)so long as no Default or Event of Default has occurred and is continuing, Restricted Payments in an amount not to exceed (a) $30 million since the Issue Date, plus (b) $40 million; provided that the amount in clause (b) shall only be available to the extent such Restricted Payment is made connection with a refinancing of the Existing Unsecured Notes.

(c)The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by us or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount. The fair market value of (i) any non-cash Restricted Payment required to be valued by this Section 4.07 and (ii) property or assets received by the Company from the issue or sale of its Capital Stock or capital contributions shall be determined conclusively by a senior financial officer of the Company acting in good faith whose certification with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value is estimated in good faith by a senior financial officer of the Company to exceed $50 million. Not later than the date of making any non-cash Restricted Payment or including the fair market value of any property or assets in a calculation pursuant to clause (C)(ii) of Section 4.07(a)(4) hereof, as the case may be, the Company shall deliver to the Trustee an officer’s certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture.

Section 4.08Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries (other than non-Guarantor Subsidiaries) to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiaries (other than non-Guarantor Subsidiaries) to:

(1)pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries (other than non-Guarantor Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries (other than non-Guarantor Subsidiaries);

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(2)make loans or advances to the Company or any of its Restricted Subsidiaries (other than non-Guarantor Subsidiaries); or

(3)transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries (other than non-Guarantor Subsidiaries).

(b)The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(1)the NRG Credit Agreement and other agreements governing Existing Indebtedness, on the Issue Date;

(2)this Indenture, the Notes and the Subsidiary Guarantees;

(3)applicable law, rule, regulation or order;

(4)customary non-assignment provisions in contracts, agreements, leases, permits and licenses;

(5)purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof;

(6)any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(7)Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(8)Liens permitted to be incurred under Section 4.12 hereof and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens;

(9)provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements;

(10)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business;

(11)restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Company or any Restricted Subsidiary of the Company is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the

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Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;

(12)any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

(13)Indebtedness of a Restricted Subsidiary of the Company existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company;

(14)with respect to Section 4.08(a)(3) hereof only, restrictions encumbering property at the time such property was acquired by the Company or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition;

(15)provisions limiting the disposition or distribution of assets or property in agreements governing Non-Recourse Debt, which limitation is applicable only to the assets that are the subject of such agreements; and

(16)any encumbrance or restrictions of the type referred to in Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of a senior financial officer of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewals, increase, supplement, refunding, replacement or refinancing.

Section 4.09Incurrence of Indebtedness and Issuance of Preferred Stock.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Guarantor may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Company’s Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which financial statements are publicly available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness (including Acquired Debt) had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

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(b)The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1)the incurrence by the Company (and the guarantee thereof by the Guarantors) of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the face value thereof) not to exceed (a) the amount of the commitments under the NRG Credit Agreement on the Issue Date, less the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness under a Credit Facility that have been made by the Company or any of its Restricted Subsidiaries since the Issue Date with the Net Proceeds of Asset Sales and less, without duplication, the aggregate amount of all repayments or commitment reductions with respect to any revolving credit borrowings under a Credit Facility that have been made by the Company or any of its Restricted Subsidiaries since the Issue Date as a result of the final application of the Net Proceeds of Asset Sales, in each case in accordance with Section 4.10(d) hereof (excluding temporary reductions in revolving credit borrowings as contemplated by that covenant), plus (b) $30 million; provided that the amount in clause (b) shall only be available in connection with a refinancing of the Existing Unsecured Notes;

(2)the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

(3)the incurrence by the Company and the Guarantors of Indebtedness represented by the notes and the related Subsidiary Guarantees to be issued on the Issue Date;

(4)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement or lease of property (real or personal), plant or equipment used or useful in the business of the Company or any of its Restricted Subsidiaries or incurred within 180 days thereafter, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed at any time outstanding $25 million;

(5)the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (3), (4), (5), (15), (16), (17), (18), (19), (21) and (22) of this Section 4.09(b);

(6)the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(A)if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Guarantor; and

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(B)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(A)any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(B)any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8)the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations;

(9)the guarantee by (i) the Company or any of the Guarantors of Indebtedness of the Company or a Guarantor that was permitted to be incurred by another provision of this Section 4.09; (ii) any of the non-Guarantor Subsidiaries of Indebtedness of any other non-Guarantor Subsidiary; and (iii) any of the Excluded Foreign Subsidiaries of Indebtedness of any other Excluded Foreign Subsidiary; provided that if the Indebtedness being guaranteed is subordinated to the notes, then the guarantee shall be subordinated to the same extent as the Indebtedness guaranteed;

(10)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within five business days;

(11)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, bankers’ acceptance and (ii) performance and surety bonds provided by the Company or a Restricted Subsidiary in the ordinary course of business;

(12)the incurrence of Non-Recourse Debt by any Excluded Project Subsidiary;

(13)the incurrence of Indebtedness that may be deemed to arise as a result of agreements of the Company or any Restricted Subsidiary of the Company providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the disposition of any business, assets or Equity Interests of any Subsidiary; provided that the aggregate maximum liability associated with such provisions may not exceed the gross proceeds (including non-cash proceeds) of such disposition;

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(14)the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by letters of credit, guarantees or other similar instruments supporting Hedging Obligations of the Company or any of its Restricted Subsidiaries (other than non-Guarantor Subsidiaries) permitted to be incurred by this Indenture;

(15)Indebtedness, Disqualified Stock or preferred stock of Persons or assets that are acquired by the Company or any Restricted Subsidiary of the Company or merged into the Company or a Restricted Subsidiary of the Company in accordance with the terms of the Indenture; provided that such Indebtedness, Disqualified Stock or preferred stock is not incurred in contemplation of such acquisition or merger; and provided further that after giving effect to such acquisition or merger, either:

(A)the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or

(B)the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition or merger;

(16)Environmental CapEx Debt; provided, that prior to the incurrence of any Environmental CapEx Debt, the Company shall deliver to the Trustee an officer’s certificate designating such Indebtedness as Environmental CapEx Debt;

(17)Indebtedness incurred to finance Necessary Capital Expenditures; provided, that prior to the incurrence of any Indebtedness to finance Necessary Capital Expenditures, the Company shall deliver to the Trustee an officer’s certificate designating such Indebtedness as Necessary CapEx Debt;

(18)Indebtedness of the Company or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(19)the incurrence by the Company or any of its Restricted Subsidiaries of Contribution Indebtedness;

(20)the incurrence by the Company and/or any of its Restricted Subsidiaries of Indebtedness that constitutes a Permitted Tax Lease;

(21)the incurrence by non-Guarantor Subsidiaries of Indebtedness, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (21), not to exceed at any time outstanding the greater of (a) $50 million and (b) 10% of Consolidated Net Tangible Assets; and

(22)the incurrence by the Company and/or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (22), not to exceed $40 million.

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For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (22) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09; provided that Indebtedness incurred under the NRG Credit Agreement and any Permitted Refinancing Indebtedness that refunds, refinances or replaces the NRG Credit Agreement or any such Permitted Refinancing Indebtedness shall be deemed incurred in reliance on the exception provided by clause (1) of the definition of “Permitted Debt” and may not be reclassified.  The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced.

The amount of any Indebtedness outstanding as of any date will be:

(A)the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(B)the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(C)in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(i)the fair market value of such assets at the date of determination; and

(ii)the amount of the Indebtedness of the other Person,

provided that any changes in any of the above shall not give rise to a default under this Section 4.09.

Section 4.10Asset Sales.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

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(1)the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash and, with respect to Asset Sales of Collateral, the remainder of the consideration shall be in the form of Collateral. For purposes of this provision, each of the following will be deemed to be cash:

(A)any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than Second Lien Obligations, unsecured Indebtedness, contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

(B)any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 270 days of the receipt of such securities, notes or other obligations, to the extent of the cash received in that conversion; and

(C)any stock or assets of the kind referred to in clauses (3) or (5) of the next paragraph of this Section 4.10.

(b)Within 270 days after the receipt of any Net Proceeds from an Asset Sale of any Collateral, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply those Net Proceeds or, at its option, enter into a binding commitment to apply such Net Proceeds no later than 90 days following the initial 270-day period (an “Acceptable Commitment”); provided that with respect to any Asset Sale of the Hunterstown, Choctaw, Bowline or Canal power generation facilities (i) the Net Proceeds from such Asset Sale shall be applied within 30 days after the receipt of such Net Proceeds pursuant to clause (1) below only, and (ii) the Company shall provide an opinion as to the fairness to the Company of such Asset Sale from a financial point of view issued by an Independent Financial Advisor:

(1)to repay Priority Lien Obligations (including, at the Company’s option, the notes through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer, in accordance with the procedures set forth below for an Asset Sale Offer, to all holders of the notes to purchase their notes at 100% of the principal amount thereof, plus accrued but unpaid interest) containing provisions similar to those set forth in the Indenture with respect to sales of assets and use of proceeds therefrom on a pro rata basis (based on outstanding aggregate principal amount); provided that (i) the Company shall within 30 days after the receipt of the Net Proceeds of any sale of the Hunterstown power generation facility, use such Net Proceeds, together with any necessary additional funds, to make an Asset Sale Offer to purchase 100% of the Notes, at a price equal to 100%, plus the applicable interest rate (or 50% of the applicable interest rate for any Asset Sale Offer commenced after the first anniversary of the Completion Date) on the Notes, multiplied by the principal amount of the notes being purchased plus accrued and unpaid interest, if any, to the date of purchase and (ii) the Company shall within 30 days after the receipt of the Net Proceeds of any sale of the Choctaw, Bowline and Canal power generation facilities, use such Net Proceeds to (on a pro rata basis based on outstanding aggregate principal amount) prepay Priority Lien Obligations or, in the case of the notes, to make an Asset Sale Offer to purchase the notes, at a price equal to 100%, plus the applicable interest rate (or 50% of the applicable interest rate for any Asset Sale Offer

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commenced after the first anniversary of the Completion Date) on the notes offered hereby, multiplied by the principal amount plus accrued and unpaid interest, if any, to the date of purchase); provided that any Net Proceeds remaining after making an offer to purchase the notes in accordance with the foregoing clauses (i) or (ii) may be used by the Company in any manner that does not otherwise violate the terms of this Indenture;

(2)in the case of an Asset Sale by a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Company or another Restricted Subsidiary of the Company);

(3)to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged primarily in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary of the Company and a Guarantor

(4)to make a capital expenditure resulting in the acquisition of Collateral;

(5)to acquire other assets constituting Collateral that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(6)any combination of the foregoing clauses (1) to (5).

(c)Within 270 days after the receipt of any Net Proceeds from an Asset Sale of assets other than Collateral, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply those Net Proceeds or, at its option, enter into a binding commitment to apply such Net Proceeds within the 270-day period following the date of such commitment (an “Acceptable Commitment”):

(1)to repay Indebtedness and other obligations (including Capital Lease Obligations), in each case that are secured by a Lien on assets other than Collateral, which Lien is permitted by the Indenture, and if such Indebtedness is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2)to repay Priority Lien Obligations (including, at the Company’s option, the notes through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer, in accordance with the procedures set forth below for an Asset Sale Offer, to all holders of the notes to purchase their notes at 100% of the principal amount thereof, plus accrued but unpaid interest) containing provisions similar to those set forth in the Indenture with respect to sales of assets and use of proceeds therefrom on a pro rata basis (based on outstanding aggregate principal amount);

(3)in the case of an Asset Sale by a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Company or another Restricted Subsidiary of the Company);

(4)to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged primarily in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary of the Company and a Guarantor;

(5)to make a capital expenditure

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(6)to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(7)any combination of the foregoing clauses (1) to (6).

Pending the final application of any such Net Proceeds, to the extent the Net Proceeds exceed $10 million, the Company shall maintain the Net Proceeds in a bank account that is subject to a deposit account control agreement in favor of the Collateral Trustee, and otherwise may temporarily reduce revolving credit borrowings or otherwise use such Net Proceeds in any manner that is not prohibited by this Indenture.

Notwithstanding the preceding paragraph, in the event that regulatory approval is necessary for an asset or investment, or construction, repair or restoration of any asset or investment has commenced, then the Company or any Restricted Subsidiary shall have an additional 270 days to apply the Net Proceeds from such Asset Sale in accordance with the preceding paragraph.

(d)Any Net Proceeds from Asset Sales that are not applied or invested as provided in Sections 4.10(b) or 4.10(c) hereof will constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $10 million, or at such earlier date as may be selected by the Company, the Company will make an Asset Sale Offer to all holders of the notes and all holders of other Priority Lien Obligations containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of the notes and, as applicable, such other Priority Lien Obligations that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of the notes and, as applicable, other Priority Lien Obligations tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the notes and, as applicable, such other Priority Lien Obligations to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(e)The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.

Section 4.11Transactions with Affiliates.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10 million, unless:

(1)the Affiliate Transaction is on terms that are no less favorable to the Company (as reasonably determined by the Company) or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

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(2)the Company delivers to the Trustee:

(A)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20 million, a resolution of the Board of Directors set forth in an officer’s certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(B)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor.

(b)The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(1)any employment agreement or director’s engagement agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries or approved by a Responsible Officer of the Company in good faith;

(2)transactions between or among the Company and/or its Restricted Subsidiaries (including any cancellation, termination or other discharge of intercompany notes or other obligations between the Company and REMA);

(3)transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4)payment of directors’ fees;

(5)any issuance of Equity Interests (other than Disqualified Stock) of the Company or its Restricted Subsidiaries;

(6)Restricted Payments that do not violate the provisions of Section 4.07 hereof;

(7)any agreement in effect as of the Issue Date or any amendment thereto or replacement thereof and any transaction contemplated thereby or permitted thereunder, so long as any such amendment or replacement agreement taken as a whole is not more disadvantageous to the holders of the notes than the original agreement as in effect on the Issue Date;

(8)payments or advances to employees or consultants that are incurred in the ordinary course of business or that are approved by a Responsible Officer of the Company in good faith;

(9)the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar

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agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise more disadvantageous to the holders of the notes in any material respect;

(10)transactions permitted by, and complying with, the provisions of Section 5.01 hereof;

(11)transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in compliance with the terms of the Indenture that are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of a senior financial officer of the Company, or are on terms not materially less favorable taken as a whole as might reasonably have been obtained at such time from an unaffiliated party;

(12)any repurchase, redemption or other retirement of Capital Stock of the Company held by employees of the Company or any of its Subsidiaries;

(13)loans or advances to employees or consultants;

(14)any Permitted Investment in another Person involved in a Permitted Business;

(15)transactions in which the Company or any Restricted Subsidiary of the Company, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of Section 4.11(a) hereof;

(16)the issuance of any letters of credit to support obligations of any non-Guarantor Subsidiary;

(17)transactions between NRG Energy, Inc. and/or its Subsidiaries and the Company and/or its Subsidiaries, approved by a majority of the Company’s independent directors, relating to the purchase, repurchase or refinancing of the Existing Unsecured Notes;

(18)transactions between or among non-Guarantor Subsidiaries, and any Guarantee, guarantee and/or other credit support provided by the Company and/or any Restricted Subsidiary in respect of any Subsidiary or any Minority Investment so long as all holders of Equity Interests in such Subsidiary or Minority Investment (including the Company or any Restricted Subsidiary, as applicable) shall participate directly or indirectly in such applicable Guarantee, guarantee and/or other credit support or shall provide a commitment in respect of any related obligation, in each case, on a pro rata basis relative to their Equity Interests in such Minority Investment; provided that any such transaction shall be fair and reasonable and beneficial to the Company and its Restricted Subsidiaries (taken as a whole) and consistent with Prudent Industry Practice;

(19)any tax sharing agreement between or among the Company and its Subsidiaries so long as such tax sharing agreement is on fair and reasonable terms with respect to each participant therein; and

(20)any agreement to do any of the foregoing.

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Section 4.12Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries (except for any non-Guarantor Subsidiary), to create or permit to exist any Lien upon any property or assets owned at any time by the Company or any Restricted Subsidiary (except for any non-Guarantor Subsidiary) to secure any Indebtedness; provided, however, that this restriction will not apply to:

(1)Existing Liens;

(2)Liens securing the Notes issued on the Issue Date;

(3)Liens on the Collateral securing Indebtedness under Credit Facilities, including any letter of credit facility relating thereto, that was permitted to be incurred pursuant to clause (1) of Section 4.09(b) hereof;

(4)purchase money Liens securing Indebtedness having a principal amount that does not exceed the cost or value of the purchased property (including any Liens securing acquired indebtedness, provided that such Liens are not created in connection with, or in contemplation of, such acquisition);

(5)Liens in favor of the Company or its Restricted Subsidiaries;

(6)Liens on the Collateral securing Second Lien Obligations, including all Permitted Refinancing Liens granted in connection with extending, renewing, replacing or refinancing in whole or in part any Indebtedness secured by Liens incurred pursuant to this clause (6);

(7)Liens on the Equity Interests of Excluded Project Subsidiaries;

(8)Refinancing Liens;

(9)any interest or title of a lessor, sublessor, licensor or sublicensor under any ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Company or any of its Restricted Subsidiaries are located, provided such ground leases, subleases, licenses or sublicenses are permitted under the Agreement or are entered into in the ordinary operation of the business of the Company or any Restricted Subsidiary;

(10)easements, rights-of-way, licenses, servitudes, permits, conditions, covenants, restrictions (including zoning restrictions), oil, gas and other mineral interests, royalty interests and leases, minor defects, exceptions or irregularities in title, encroachments, protrusions and other similar charges or encumbrances, affecting any properties of the Company or any Restricted Subsidiary, which do not in the aggregate materially adversely affect the value of such properties or the use of such properties for the purposes for which such properties are held by the Company and/or the applicable Restricted Subsidiaries, taken as a whole, or interfere in any material respect with the ordinary operation of business of the Company and the Restricted Subsidiaries, taken as a whole;

(11)any exception shown on a final survey delivered to the Collateral Trustee pursuant to the terms of the Collateral Trust Agreement incidental to the conduct of the business of the Company or any Restricted Subsidiary or to the ownership of the property to which such exception relates, which was not incurred in connection with Indebtedness for borrowed money

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and which does not individually or in the aggregate materially adversely affect the value of said property or materially impair its use in the ordinary operation of the business of the Company or any of the Restricted Subsidiaries and (ii) any exception shown on any final title policy issued to the Collateral Trustee in connection with any mortgaged property;

(12)leases, licenses, subleases or sublicenses granted to others not interfering in any material respect with the business of the Company and its Restricted Subsidiaries, taken as a whole;

(13)any zoning, land use, environmental or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary use of such Property or the conduct of the business of the Company or its Restricted Subsidiaries;

(14)any Lien arising by reason of deposits with or giving of any form of security to any Governmental Authority for any purpose at any time as required by Applicable Law as a condition to the transaction of any business or the exercise of any privilege or license, or to enable the Company or any Restricted Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks;

(15)rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of Applicable Law, to terminate or modify such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of the property of such person;

(16)Liens arising under any obligations or duties affecting any of the property, the Company or any Restricted Subsidiary to any Governmental Authority with respect to any franchise, grant, license or permit which do not materially impair the use of such property for the purposes for which it is held; and

(17)rights reserved to or vested in any Governmental Authority to use, control or regulate any property of such Person, which do not materially impair the use of such property for the purposes for which it is held.

Notwithstanding the foregoing, the Company will not, and the Company will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist any Lien on any asset or property of the Company or such Restricted Subsidiary that secures Obligations under Indebtedness that is contractually senior in priority (without regard to control of remedies) to any security interest at any time granted to secure the notes or the Subsidiary Guarantees and is also contractually junior in priority (without regard to control of remedies) to any security interest at any time granted to secure any other Indebtedness.

At any time that any Restricted Subsidiary that is not a Guarantor creates or permits to exist any Lien that secures any Priority Lien Obligation (other than the Obligations in respect of the notes) upon any property or assets at any time owned by the Company or any of its Restricted Subsidiaries, the Company shall cause such Restricted Subsidiary to secure the Obligations in respect of the notes, on an equal and ratable basis, by the assets subject to such Liens.

If the Company or any Guarantor proposes to create or permit to exist any Lien upon any Principal Property owned by the Company or any Guarantor or upon any Equity Interests or Indebtedness of any direct or indirect Subsidiary of the Company to secure any Indebtedness, other than as permitted by clauses (1) through (17) of the previous paragraph, the Company will give prior written notice thereof

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to the Trustee, who will give notice to the Holders of the Notes at the direction and expense of the Company, and the Company will further agree, prior to or simultaneously with the creation of such Lien, effectively to secure all the Notes equally and ratably with (or prior to) such other Indebtedness, for so long as such other Indebtedness is so secured.

The Collateral Trustee shall take no action pursuant to Article 4 of the Collateral Trust Agreement to subordinate its Liens, in whole or in part, as to any Lien on any Collateral other than any subordination requested by the Company to Liens permitted pursuant to clauses (4), (7), (8) (solely in the case of clause (8) to the extent constituting Refinancing Liens with respect to clauses (4) or (7)), (10), (13) or (17) of this Section 4.12.

Section 4.13Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1)its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

(2)the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if (a) the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes (b) if a Subsidiary is to be dissolved, such Subsidiary has no assets.

Section 4.14Offer to Repurchase Upon Change of Control Triggering Event.

(a)Upon the occurrence of a Change of Control Triggering Event, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1)that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment;

(2)the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3)that any Note not tendered will continue to accrue interest;

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(4)that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.

(b)On the Change of Control Payment Date, the Company shall, to the extent lawful:

(1)accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent shall promptly distribute to each Holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.  The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c)The provisions described in Sections 4.14(a) and (b) shall apply whether or not other provisions of this Indenture are applicable.  Except as described in Sections 4.14(a) and (b) hereof,

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Holders of Notes shall not be permitted to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

(d)Notwithstanding anything to the contrary in this Section 4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.  A Change of Control Offer may be made in advance of a Change of Control Triggering Event, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

Section 4.15Offer to Repurchase Upon Earlier Maturity of Existing Indebtedness.

(a)If, as of the 75th day prior to the scheduled maturity date of the Company’s 9.500% Senior Notes due 2018 (the “Existing 2018 Notes”), the aggregate outstanding principal amount of the Existing 2018 Notes exceeds 25% (the “Triggering Amount”) of the amount of the Existing 2018 Notes outstanding on the Issue Date (such condition, an “Early Maturity Repurchase Event”), each Holder will have the right to require the Company to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to this Section 4.15 (an “Early Maturity Repurchase Offer”). In an Early Maturity Repurchase Offer, the Company will offer a payment (the “Early Maturity Repurchase Offer Payment”) in cash equal to at a redemption price equal to 100% of the principal amount of the notes redeemed, plus the Applicable Premium, and accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within five business days following any Early Maturity Repurchase Offer Event, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Early Maturity Repurchase Offer Event and offering to purchase Notes on the date specified in such notice (the “Early Maturity Repurchase Offer Payment Date”); provided that the Early Maturity Repurchase Offer Payment Date shall occur no later than 45 days prior to the maturity date of the Existing 2018 Notes. If, on or prior to the Early Maturity Repurchase Offer Payment Date, the aggregate outstanding principal amount of the Existing 2018 Notes has been reduced below the Triggering Amount, the Company may withdraw the Early Maturity Repurchase Offer and will not be required to purchase any of the Existing 2018 Notes tendered pursuant to the Early Maturity Repurchase Offer.

(b)The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the notes as a result of an Early Maturity Repurchase Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under this Section 4.15 by virtue of such compliance.

(c)On the Early Maturity Repurchase Offer Payment Date, the Company will, to the extent lawful:

(1)accept for payment all Notes or portions of Notes properly tendered pursuant to the Early Maturity Repurchase Offer;

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(2)deposit with the paying agent an amount equal to the Early Maturity Repurchase Payment in respect of all notes or portions of Notes properly tendered; and

(3)deliver or cause to be delivered to the Trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The paying agent will promptly mail to each Holder properly tendered the Early Maturity Repurchase Offer Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Early Maturity Repurchase Offer on or as soon as practicable after the Early Maturity Repurchase Payment Date.

(d)The provisions described in Section 4.15(a) hereof that require the Company to make an Early Maturity Repurchase Offer following an Early Maturity Repurchase Offer Event will be applicable whether or not any other provisions of this Indenture are applicable.

Section 4.16No Layering of Debt.

The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Subsidiary Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

Section 4.17Limitation on Sale and Leaseback Transactions.

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction (other than a Permitted Tax Lease, which shall not be restricted by this covenant); provided that the Company or any Guarantor may enter into a sale and leaseback transaction if:

(1)the Company or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under Section 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof;

(2)the gross proceeds of that sale and leaseback transaction are at least equal to the fair market value of the property that is subject of that sale and leaseback transaction, as determined in good faith by a senior financial officer of the Company; and

(3)if such sale and leaseback transaction constitutes an Asset Sale, the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with Section 4.10(d) hereof.

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Section 4.18Subsidiary Guarantees.

At the Issue Date, the Notes will be obligations of the SPV and will not be obligations of any of the Guarantors.  At the Completion Date, the Guarantors will execute a supplemental indenture or supplemental indentures in the form attached hereto as Exhibit E and deliver an Opinion of Counsel satisfactory to the Trustee in order to enter into the Subsidiary Guarantees of the Notes.

If,

(1)the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary or a Domestic Subsidiary that does not Guarantee any other Indebtedness of the Company) after the Issue Date, or

(2)any Excluded Subsidiary that is a Domestic Subsidiary ceases to be an Excluded Subsidiary after the Issue Date, or

(3)any Domestic Subsidiary that does not Guarantee any other Indebtedness of the Company subsequently Guarantees other Indebtedness of the Company,

then such newly acquired or created Domestic Subsidiary, former Excluded Subsidiary or Domestic Subsidiary that subsequently Guarantees other Indebtedness of the Company, as the case may be, will become a Guarantor of the Notes and execute a supplemental indenture in the form attached hereto as Exhibit E and deliver an Opinion of Counsel satisfactory to the Trustee within 30 business days of the date on which it was acquired or created or ceased to be an Excluded Subsidiary, as the case may be.

Section 4.19Designation of Restricted, Unrestricted and Excluded Project Subsidiaries.

The Company may designate, by a certificate executed by a Responsible Officer of the Company, any Restricted Subsidiary (other than any Specified Material Subsidiary) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. A Responsible Officer of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

The Company may designate, by a certificate executed by a Responsible Officer of the Company, any Restricted Subsidiary (other than any Specified Material Subsidiary) to be an Excluded Project Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary that is not an Excluded Project Subsidiary is designated as an Excluded Project Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Excluded Project Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Excluded Project Subsidiary. A Responsible Officer of the Company may redesignate any Excluded Project Subsidiary to be a Restricted Subsidiary that is not an Excluded Project Subsidiary if that redesignation would not cause a Default.

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Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof.  If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant.  The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Section 4.20SPV Status Prior to the SPV Merger.

Prior to the SPV Merger, the SPV shall not:

(1)conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Company’s Capital Stock or the maintenance of functions incidental to its existence;

(2)establish any additional Subsidiaries;

(3)incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations (other than the Initial Notes issued on the Issue Date); or

(4)own, lease, manage or otherwise operate any properties or assets (including cash and Cash Equivalents) other than the Escrow Property described in the Escrow and Security Agreement.

For the avoidance of doubt, this Section 4.20 shall no longer apply once the SPV Merger is consummated.

ARTICLE 5
SUCCESSORS

For purposes of the Notes, Article 5 hereof provides the terms upon which a Person can succeed the Obligations of the Company or the Guarantors.  For purposes of any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms upon which a Person can succeed the obligations of the Company or the Guarantors, if any, to such Additional Securities, which may include some, all or none of the terms contained in this Article 5 hereof.

Section 5.01Merger, Consolidation or Sale of Assets.

The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

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(1)either:

(A)the Company is the surviving corporation; or

(B)the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the notes pursuant to a supplemental indenture duly executed by the trustee;

(2)the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture pursuant to a supplemental indenture or other documents and agreements satisfactory to the Trustee; and

(3)(A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or (B) the Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company) is greater after giving pro forma effect to such consolidation or merger and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period than the Company’s actual Fixed Charge Coverage Ratio for the period.

In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and the Guarantors taken as a whole, in one or more related transactions, to any other Person.

This Section 5.01 shall not apply to:

(1)a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct or indirect holding company of the Company; or

(2)any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries, including by way of merger or consolidation.

Section 5.02Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof,

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the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of, premium, if any, and interest on, the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6
DEFAULTS AND REMEDIES

For purposes of the Notes, Article 6 hereof provides the terms defaults and remedies.  For purposes of any Additional Securities issued under this Indenture, the Supplement Indenture in respect of such Additional Securities will specify the terms of defaults and remedies for such Additional Securities, which may include some, all or none of the terms contained in this Article 6 hereof.

Section 6.01Events of Default.

Each of the following is an “Event of Default”:

(1)default for 30 days in the payment when due of interest on the Notes;

(2)default in the payment when due of the principal of, or premium, if any, on the Notes;

(3)failure by the Company or any Restricted Subsidiaries for 45 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of the agreements in this Indenture;

(4)the acceleration of the maturity of any Indebtedness for money borrowed (other than the notes of such series) by the Company or any of its Restricted Subsidiaries (other than any Excluded Subsidiaries) having an aggregate principal amount outstanding in excess of $25 million, if such acceleration is not rescinded or annulled, or such indebtedness shall not have been discharged, within 15 days after the date of such acceleration;

(5)failure by the Company or any of its Restricted Subsidiaries (other than any Excluded Subsidiaries) to pay final and non-appealable judgments aggregating in excess of $25 million, which judgments are not covered by indemnities or third-party insurance, which judgments are not paid, discharged, vacated or stayed for a period of 60 days;

(6)failure by GenOn or the SPV to comply with any material term of the Escrow and Security Agreement that is not cured within 10 days;

(7)the Escrow and Security Agreement or any other security document or any Lien purported to be granted thereby on the Escrow Account or the cash or Government Securities therein is held in any judicial proceeding to be unenforceable or invalid, in whole or in part, or ceases for any reason (other than pursuant to a release that is delivered or becomes effective as set forth in this Indenture) to be fully enforceable and perfected;

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(8)except as permitted by the Indenture, the Subsidiary Guarantee of any Restricted Subsidiary (other than any Excluded Subsidiaries) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Guarantor, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, in each case, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture;

(9)with respect to any Collateral, individually or in the aggregate, having a fair market value in excess of $25 million, any of the Note Security Documents ceases to be in full force and effect, or any of the Note Security Documents ceases to give the holders of the Notes the Liens purported to be created thereby, or any of the Note Security Documents is declared null and void or the Company or any Guarantor denies in writing that it has any further liability under any Note Security Document (in each case other than in accordance with the terms of the Indenture or any of the Note Security Documents), except to the extent that any loss of perfection or priority results from the failure of the Collateral Trustee to maintain possession of certificates actually delivered to it representing securities, promissory notes or other instruments pledged under the Note Security Documents, or otherwise results from the gross negligence or willful misconduct of the Trustee or the Collateral Trustee;

(10)the Company or any of its Restricted Subsidiaries (other than its  Excluded Subsidiaries):

(A)commences a voluntary case,

(B)consents to the entry of an order for relief against it in an involuntary case,

(C)consents to the appointment of a custodian of it or for all or substantially all of its property,

(D)makes a general assignment for the benefit of its creditors, or

(E)generally is not paying its debts as they become due; or

(11)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)is for relief against the Company or any of its Restricted Subsidiaries (other than its Excluded Subsidiaries);

(B)appoints a custodian of the Company or any of its Restricted Subsidiaries (other than its Excluded Subsidiaries) for all or substantially all of the property of the Company or any Guarantor; or

(C)orders the liquidation of the Company or any of its Restricted Subsidiaries (other than its Excluded Subsidiaries);

and the order or decree remains unstayed and in effect for 60 consecutive days.

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Section 6.02Acceleration; Applicable Premium Payable.

(1)In the case of an Event of Default specified in clause (10) or (11) of Section 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries (other than any of its Excluded Subsidiaries), all outstanding Notes will become due and payable immediately without further action or notice.  If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.  Upon any such declaration, the Notes shall become due and payable immediately.

(2)If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default on or after June 1, 2020, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes, in effect on the date of such acceleration as if such acceleration were an optional redemption of the Notes accelerated pursuant to Section 3.07(d) hereof; provided that any interest payments previously made, or made at the time of payment of all other amounts owing pursuant to this sentence, in respect of the Notes for any portion of the period from the date of acceleration through the date of such repayment shall be excluded in the calculation of the amount of such applicable premium. If the Notes are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default prior to June 1, 2020, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the principal amount of the Notes redeemed, all accrued and unpaid interest and the Applicable Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption of the Notes accelerated pursuant to Section 3.07(b) hereof; provided that any interest payments previously made, or made at the time of payment of all other amounts owing pursuant to this sentence, in respect of the Notes for any portion of the period from the date of acceleration through the date of such repayment shall be excluded in the calculation of the amount set forth in clause (ii) of the definition of Applicable Premium.

Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in clause (10) or (11) of Section 6.01 hereof), the premium applicable with respect to an optional redemption of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and its Restricted Subsidiaries (other than any of its Excluded Subsidiaries) expressly agrees (to the fullest extent they may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable  notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between holders and the Company giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this Section 6.02. The Company expressly acknowledges

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that its agreement to pay the premium to holders as herein described is a material inducement to holders to purchase the notes.

Subject to certain limitations, holders of a majority in principal amount of the outstanding Notes of a series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of Notes of such series notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

Section 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, or interest on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

Section 6.04Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration.  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority.

Subject to certain limitations, Holders of a majority in principal amount of the Notes that are then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of any trust or power.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Securities or that may involve the Trustee in personal liability.

Section 6.06Limitation on Suits.

No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1)such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2)Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

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(3)such Holder or Holders have offered the Trustee security and/or indemnity satisfactory to the Trustee against any loss, liability or expense it may incur;

(4)the Trustee does not comply with such request within 60 days after receipt of the request and the offer of security and/or indemnity; and

(5)during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium, if any, or interest on, the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest on, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under this Indenture, including without limitation, under Section 7.07 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under this Indenture, including without limitation, under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.10Priorities.

If the Trustee collects any money pursuant to this Article 6 or, after an Event of Default, any money or other property distributable in respect of the Company’s obligations under this Indenture shall be applied in the following order:

First:to the Trustee (including any predecessor trustee), its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third:to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7
TRUSTEE

Section 7.01Duties of Trustee.

(a)If an Event of Default with respect to any Series of Securities has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(1)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or

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opinions furnished to the Trustee and conforming to the requirements of this Indenture:  but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).

(c)No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)this paragraph does not limit the effect of paragraphs (b) or (c) of this Section 7.01;

(2)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken in respect of the Notes in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.

(e)No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory to the Trustee against any cost, loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including as Paying Agent and Registrar), the Collateral Trustee, and each agent, custodian and other Person employed to act hereunder.

Section 7.02Rights of Trustee.

(a)The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee need not investigate any fact or matter stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records

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and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. No Depositary shall be deemed to be an attorney or agent of the Trustee and the Trustee shall not be responsible for any action or omission by any Depositary.

(d)The Trustee shall not be liable for any action it takes, suffers or omits to take in good faith that it believes to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document.

(h)The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Trust Officer of the Trustee has received written notice thereof at the Corporate Trust Office of the Trustee from the Company or any Holder, and such notice references the Notes and this Indenture.

(i)In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon.  The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or failure to provide timely written direction.

(j)In no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k)In no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture or any related documents because of circumstances beyond the Trustee’s control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities

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depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Indenture or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether or not of the same class or kind as specified above.

(l)The permissive right of the Trustee to take or refrain from taking action hereunder or any other document shall not be construed as a duty.

(m)The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any “conflicting interest”, as defined in §310(b) of the TIA, it must eliminate such conflict within 90 days or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Section 7.10 hereof.

Section 7.04Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes. The Trustee or any authenticating agent shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture. The Trustee shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee. The recitals and statements contained herein, in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any authenticating agent assumes no responsibility for their correctness. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Issuers’ compliance with or the breach of, or cause to be performed or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture.

Neither the Trustee nor the Collateral Trustee make any representations as to and shall not be responsible for the existence, genuineness, value or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any of the Note Security Documents, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Note Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral, any of the Note Security Documents or any agreement or assignment contained in any thereof, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the

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payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Neither the Trustee nor the Collateral Trustee shall have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any of the Note Security Documents by the Company or any other Person that is a party thereto or bound thereby. Neither the Trustee nor the Collateral Trustee shall be responsible or liable for seeing to or monitoring the attachment, perfection, or priority of any lien or security interest created or intended to be created in the Collateral hereby or by any of the Note Security Documents. Neither the Trustee nor the Collateral Trustee shall be responsible for the preparation, correctness, filing, re-filing, recording or re-recording of any security documents or instruments, including UCC financing statements or continuation statements in any public office at any time or times or otherwise perfecting or maintaining the perfection of any lien or security interest in any of the Collateral.

Section 7.05Notice of Defaults.

If a Default or Event of Default with respect to any Series of Securities occurs and is continuing and if it is known to a Trust Officer of the Trustee, the Trustee will mail to Holders of such Securities a notice of the Default or Event of Default within 90 days after it occurs or, if later, after a Trust Officer has knowledge of any Default or Event of Default.  Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities.

Section 7.06[Reserved].

Section 7.07Compensation and Indemnity.

(a)The Company agrees to pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and all services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel and all Persons not regularly in its employ.

(b)The Company and the Guarantors shall, jointly and severally, indemnify the Trustee or any predecessor Trustee and their officers, agents, directors and employees for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense may be attributable to its gross negligence or willful misconduct. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

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(c)The Company’s and Guarantors’ obligations under this Section 7.07 shall survive the resignation or removal of the Trustee, the termination for any reason of this Indenture, including any termination or rejection of this Indenture in any insolvency or similar proceeding and the repayment of all the Securities, and the resignation or removal of the Trustee.

(d)To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Securities upon the Collateral and all other money or property held or collected by the Trustee, except that held in trust to pay principal of, premium, if any, or interest on, particular Securities. Such Lien will survive the satisfaction and discharge of this Indenture.

(e)When the Trustee incurs expenses or renders services after an Event of Default specified in clause (7) or (8) of Section 6.01 hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)“Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

(g)Without limiting the generality of the foregoing, the Company agrees to indemnify the Trustee and each of its officers, agents, directors and employees (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) any Environmental Claim to the extent related in any way to the Company or any of its Affiliates or (ii) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any real property, any property owned, leased or operated by any predecessor of the Company or any of its Affiliates, or, to the extent related in any way to the Company or any of its Affiliates, any property at which the Company or any of its Affiliates has sent Hazardous Materials for treatment, storage or disposal; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee, as determined by the final judgment of a court of competent jurisdiction.

Section 7.08Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company, with 30 days’ advance notice.  The Holders of a majority in aggregate principal amount of the then outstanding Securities may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee, with at least 30 days’ advance notice, if:

(1)the Trustee fails to comply with Section 7.10 hereof;

(2)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3)a custodian or public officer takes charge of the Trustee or its property; or

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(4)the Trustee becomes incapable of acting.

(c)If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d)If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e)A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee will mail a notice of its succession to Holders.  The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act will be the successor Trustee.

Section 7.10Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

Section 7.11Tax Withholding.

Notwithstanding any other provision of this Agreement, the Trustee shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax.

The Company hereby covenants with the Trustee that it will provide the Trustee with sufficient information so as to enable the Trustee to determine whether or not the Trustee is obliged, in respect of any payments to be made by it pursuant to the Transaction Documents, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed

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pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement) .

Section 7.12Co-Trustee.

(a)Notwithstanding any other provisions of this Indenture, at any time for the purpose of meeting any legal requirement of any jurisdiction (including any jurisdiction in which any part of the Collateral may at the time be located), the Trustee shall have the power and may execute and deliver all instruments necessary for the appointment of one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees (including with respect to all or any part of the Collateral), and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable (including title to the Collateral, or any part thereof). No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.10 hereof and no notice to Holders of the appointment of any co-trustee is or separate trustee shall be required under Section 7.08 hereof.

(b)Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(1)all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(2)the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or separate trustee hereunder. No co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, any separate trustee or any other co-trustee hereunder. No separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, any co-trustee or any other separate trustee hereunder; and

(3)the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 7. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.

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(d)Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of his, her or its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without appointment of a new or successor trustee.

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

For purposes of the Notes, Article 8 hereof provides the terms upon which legal defeasance and covenant defeasance can occur.  For purposes of any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms upon which legal defeasance and covenant defeasance can occur for such Additional Securities, which may include some, all or none of the terms contained in this Article 8 hereof.

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Subsidiary Guarantees) on the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Subsidiary Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1)the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, or interest on such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2)the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3)the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and

(4)this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

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Section 8.03Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under Sections 4.07, 4.09, 4.10, 4.11 and 4.14 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Subsidiary Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Subsidiary Guarantees shall be unaffected thereby.  In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), (4), (5), (8) hereof shall not constitute Events of Default.

Section 8.04Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2)in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:

(A)the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B)since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the

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Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default or Event of Default shall have occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

(5)such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6)the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(7)the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been satisfied.

Section 8.05Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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Section 8.06Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

Section 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Subsidiary Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on, any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Securities, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities, the Subsidiary Guarantees, any Notes Security Document or the Collateral Trust Agreement (subject to the rights of the other parties to the Collateral Trust Agreement):

(1)to cure any ambiguity, mistake, defect or inconsistency;

(2)to provide for uncertificated Securities in addition to or in place of certificated Securities;

(3)to provide for the assumption of the Company’s Obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets;

(4)to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights under this Indenture of any such Holder;

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(5)to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering Circular;

(6)to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements hereof;

(7)to provide for the issuance of Additional Notes and Additional Securities in accordance with the limitations set forth in this Indenture as of the date hereof;

(8)to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Securities; or

(9)to release, terminate or discharge the Subsidiary Guarantee of any Guarantor or any Lien as provided for in this Indenture.

Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees, any Notes Security Document or the Collateral Trust Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of each Series of Securities affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, any Series of Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, any Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities of each Series of Securities affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, any Series of Securities).  Section 2.09 hereof shall determine which Securities are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Company accompanied by a Board Resolution and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of an Officer’s Certificate and Opinion of Counsel, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

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After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities of any particular Series then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Securities or the Subsidiary Guarantees.  However, without the consent of each Holder of any Security affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Security held by a non-consenting Holder):

(1)reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;

(2)reduce the principal of or change the fixed maturity of any Security or alter the provisions with respect to the redemption of the Securities (other than provisions relating to the covenants described in Section 4.09 hereof and provisions relating to the number of days’ notice to be given in case of redemption);

(3)reduce the rate of or change the time for payment of interest on any Security;

(4)waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on, any Security (except a rescission of acceleration of any Series of Securities by the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);

(5)make any Security payable in currency other than that stated in the Securities;

(6)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of, premium, if any, or, interest on, the Securities; or

(7)make any change in the preceding amendment and waiver provisions.

In addition, without the consent of the holders of at least 662/3% in principal amount of the notes of each series then outstanding, no amendment, supplement or waiver may (1) make any change to any Note Security Document, the Collateral Trust Agreement (subject to the rights of the other parties to the Collateral Trust Agreement) or to any provisions in Article 11 hereof, that would release any material Collateral from the Liens of the Note Security Documents or that would release any of the Subsidiary Guarantees (except as otherwise permitted by the terms of this Indenture, the Note Security Documents and the Collateral Trust Agreement), or that would change or alter the priority of the security interests in the Collateral under the Collateral Trust Agreement in any manner adverse to Holders in any material respect, or (2) make any other change to any Note Security Document, the Collateral Trust Agreement (subject to the rights of the other parties to the Collateral Trust Agreement), or the specified provisions in the Indenture dealing with the Collateral or the Note Security Documents, or the application of trust proceeds of the Collateral pursuant to the Indenture, that would adversely affect Holders in any material respect, in each case other than in accordance with the terms of this Indenture, the Note Security Documents and the Collateral Trust Agreement.

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Section 9.03[Reserved].

Section 9.04Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security.  However, any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Security if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05Notation on or Exchange of Securities.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Security thereafter authenticated.  The Company in exchange for all Securities may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Securities that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Security will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it.  In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10
SUBSIDIARY GUARANTEES

For purposes of the Notes, Article 10 hereof provides the terms of Subsidiary Guarantees of the Notes.  For purposes of any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms of Subsidiary Guarantees for such Additional Securities, which may include some, all or none of the terms contained in this Article 10 hereof.

Section 10.01Guarantee.

(a)Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1)the principal of, premium, if any, and interest on, the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on, the Notes, if lawful, and all other

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obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2)in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c)If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d)Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.  Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee.  The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Section 10.02Subrogation; Limitation on Guarantor Liability.

Upon payment in full of all obligations guaranteed hereby, each Guarantor may assert any and all claims in respect of any rights of subrogation against the Company (a “Guarantor Subrogation Claim”), and any Guarantor Subrogation Claim may be set-off or otherwise offset against any amounts owed by such Guarantor or any other Guarantor to the Company, and to the extent that all or any portion of the Guarantor Subrogation Claim of a Guarantor is setoff or otherwise offset against amounts owed to the Company by another Guarantor, the latter Guarantor shall have an intercompany liability to the former Guarantor in the amount of such setoff or other offset.

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Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee.  To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, in each case determined based on the respective net assets (i.e., assets less liabilities) of all the Guarantors at the time of such payment, contribution or collection (or, as applicable, at the time of such liquidation or distribution), determined in accordance with GAAP or in any other amount as may be required or appropriate under applicable law, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance; provided that the basis for determining any contribution claims in respect of the Subsidiary Guarantees shall also be the basis for determining any contribution claims in respect of the NRG Credit Agreement.

Section 10.03Execution and Delivery of Subsidiary Guarantee.

At the Issue Date, the Notes will be obligations of the SPV and will not be obligations of any of the Guarantors.  At the Completion Date, the Guarantors will execute a supplemental indenture or supplemental indentures in the form attached hereto as Exhibit E to evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, and deliver an Opinion of Counsel satisfactory to the Trustee.  Such supplemental indenture shall be executed on behalf of each Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 10.04Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1)immediately after giving effect to such transaction, no Default or Event of Default exists; and

(2)either (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Subsidiary Guarantee, this Indenture, the Notes Security Documents and the Collateral Trust Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form satisfactory to the Trustee; or (b) the Net Proceeds of such

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sale or other disposition are applied in accordance with the applicable provisions of this Indenture;

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.  Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee.  All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause (2) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 10.05Releases.

(a)The Subsidiary Guarantee of a Guarantor shall be released automatically:

(1)in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the provisions of Section 4.10 hereof;

(2)in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if (i) the sale or other disposition does not violate the provisions of Section 4.10 hereof, and (ii) following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company;

(3)if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.19 hereof;

(4)upon a Subsidiary that is not an Excluded Subsidiary becoming an Excluded Subsidiary;

(5)upon defeasance or satisfaction and discharge of the Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 12.01 hereof;

(6)upon the dissolution of a Guarantor that is permitted under this Indenture;

(7)as provided for in the Collateral Trust Agreement and Notes Security Documents; or

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(8)otherwise with respect to the Subsidiary Guarantee of any Guarantor, upon the prior consent of Holders of at least 662/3% in aggregate principal amount of the Notes then outstanding.

(b)The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture pursuant to Articles 8 and 12 hereof.

(c)Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the action or event giving rise to the applicable release has occurred or was made by the Company in accordance with the provisions of this Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee.

(d)Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

ARTICLE 11
COLLATERAL AND SECURITY

Section 11.01Note Security Documents.

The due and punctual payment of the principal of, premium on, if any, and interest on, the Notes 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, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Note Security Documents.  Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Note Security Documents (including, without limitation, the provisions providing for foreclosure, subordination of Liens and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Trustee to enter into the Note Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith.  The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Note Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Note Security Documents, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Note Security 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 Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed.  The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Note Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens; provided that, to the extent that any Note Security Document expressly states that any actions necessary to perfect such security interests are not required to be taken, no such actions will be necessary.

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Section 11.02Recording and Opinions.

(a)The Company will furnish to the Trustee at the Completion Date an Opinion of Counsel in a form acceptable to the Trustee.

Section 11.03Release of Collateral; Subordination of Liens.

(a)Subject to subsection (b) of this Section 11.03, Collateral may be released from the Lien and security interest securing the Notes created by the Note Security Documents at any time or from time to time in accordance with the provisions of the Note Security Documents or as provided hereby and the Collateral Trustee’s Liens may be subordinated, in whole or in part, on any Collateral at any time or from time to time in accordance with the provisions of the Note Security Documents or as provided hereby.

(b)The release of any Collateral from the terms of this Indenture and the Note Security Documents will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of this Indenture and the Note Security Documents.

The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents.

Section 11.04[Reserved].

Section 11.05Certificates of the Trustee.

In the event that the Company wishes to release Collateral from the Lien and security interest securing the Notes in accordance with the Note Security Documents and has delivered the certificates and documents required by the Note Security Documents, the Trustee will determine whether it has received all documentation required in connection with such release and, based on such determination will deliver a certificate to the Collateral Trustee setting forth such determination.

Section 11.06Authorization of Actions to Be Taken by the Trustee Under the Note Security Documents.

Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Trustee to, take all actions it deems necessary or appropriate in order to:

(1)enforce any of the terms of the Note Security Documents; and

(2)collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder.

The Trustee will have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Note Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or

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order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Section 11.07Authorization of Receipt of Funds by the Trustee Under the Note Security Documents.

The Trustee is authorized to receive any funds for the benefit of the Holders of Notes distributed under the Note Security Documents, and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture.

Section 11.08Termination of Security Interest.

Upon the full and final payment and performance of all Obligations of the Company under this Indenture and the Notes or upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, the Trustee will, at the request of the Company, deliver a certificate to the Collateral Trustee stating that such Obligations have been paid in full, and instruct the Collateral Trustee to release the Liens securing the Notes pursuant to this Indenture and the Note Security Documents (subject to the satisfaction of any release of Liens provisions set forth in the Note Security Documents.

ARTICLE 12
SATISFACTION AND DISCHARGE

For purposes of the Notes, Article 12 hereof provides the terms upon which satisfaction and discharge can occur.  For purposes of any Additional Securities issued under this Indenture, the Supplemental Indenture in respect of such Additional Securities will specify the terms upon which satisfaction and discharge can occur for such Additional Securities, which may include some, all or none of the terms contained in this Article 12 hereof.

Section 12.01Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1)either:

(a)all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for such Notes for cancellation; or

(b)all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the distribution of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

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(2)in respect of subclause (b) of clause (1) of this Section 12.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3)the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4)the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will survive.  In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 13
MISCELLANEOUS

Section 13.01[Reserved].

Section 13.02Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return

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receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

GenOn Energy, Inc.

804 Carnegie Place

Princeton, NJ 08540

Telecopier No.: (609) 524-4501

Attention: Corporate Secretary

With a copy to (which copy shall be delivered as an accommodation and shall not be required to be delivered in satisfaction of any requirement hereof):

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Telecopier No.: (312) 862-2200

Attention: Gerald T. Nowak, Esq. or Paul D. Zier

If to the Trustee:

The Bank of New York Mellon

101 Barclay Street, Floor 7W

New York, NY 10286

Telecopier No.: (212) 815-5595

Attention: Corporate Trust Administration

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt by the Trustee at its Corporate Trust Office

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

Except in the case of notices or communications given to the Trustee, if a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

The Trustee shall have the right, but shall not be required, to rely upon and comply with notices, instructions, directions or other communications sent by e-mail, facsimile and other similar unsecured

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electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company. The Trustee shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Company; and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Company as a result of such reliance upon or compliance with such notices, instructions, directions or other communications. The Company agrees to assume all risks arising out of the use of such electronic methods to submit notices, instructions, directions or other communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Company shall use all reasonable endeavors to ensure that any such notices, instructions, directions or other communications transmitted to the Trustee pursuant to this Indenture are complete and correct. Any such notices, instructions, directions or other communications shall be conclusively deemed to be valid instructions from the Company to the Trustee for the purposes of this Indenture.

Section 13.03Communication by Holders of Securities with Other Holders of Securities.

Holders may communicate with other Holders with respect to their rights under this Indenture or the Securities.

Section 13.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1)an Officer’s Certificate satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2)an Opinion of Counsel satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied: provided that no such Opinion of Counsel shall be required to be delivered in connection with the issuance of the Notes that are issued on the Issue Date.

Section 13.05Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:

(1)a statement that the Person making such certificate or opinion has read such covenant or condition;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

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(4)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 13.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under any Securities, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Securities by accepting any Security waives and releases all such liability.  The waiver and release are part of the consideration for issuance of any Securities.  The waiver may not be effective to waive liabilities under the federal securities laws. For the avoidance of doubt, the holders of the notes will not have any recourse to the stock or assets of NRG Energy, Inc. and its Subsidiaries (other than the Company and its Subsidiaries).

Section 13.08Governing Law:  Waiver of Jury Trial; Submission to Jurisdiction.

THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

EACH OF THE COMPANY AND THE GUARANTORS IRREVOCABLY CONSENT AND SUBMIT, FOR ITSELF AND IN RESPECT OF ANY OF ITS ASSETS OR PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK OR ANY UNITED STATES FEDERAL COURT SITTING, IN EACH CASE, IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, NEW YORK, UNITED STATES OF AMERICA, AND ANY APPELLATE COURT FROM ANY THEREOF IN ANY SUIT, ACTION OR PROCEEDING THAT MAY BE BROUGHT IN CONNECTION WITH THIS INDENTURE OR THE SECURITIES, AND WAIVES ANY IMMUNITY FROM THE JURISDICTION OF SUCH COURTS. EACH OF THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION TO ANY SUCH SUIT, ACTION OR PROCEEDING THAT MAY BE BROUGHT IN SUCH COURTS WHETHER ON THE GROUNDS OF VENUE, RESIDENCE OR DOMICILE OR ON THE GROUND THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE GUARANTORS AGREE, TO THE FULLEST EXTENT THAT IT LAWFULLY MAY DO SO, THAT FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY, AND WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY

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OBJECTION TO THE ENFORCEMENT BY ANY COMPETENT COURT IN THE COMPANY’S JURISDICTION OF ORGANIZATION OF JUDGMENTS VALIDLY OBTAINED IN ANY SUCH COURT IN NEW YORK ON THE BASIS OF SUCH SUIT, ACTION OR PROCEEDING.

Section 13.09No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10Successors.

All agreements of the Company in this Indenture and any Securities will bind its successors.  All agreements of the Trustee in this Indenture will bind its successors.  All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof.

Section 13.11Severability.

In case any provision in this Indenture or in any Securities is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.12Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy will be an original, but all of them together represent the same agreement.  The exchange of copies of this Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes.

Section 13.13Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 13.14Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations.

In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Relevant Law”), the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee.  Accordingly, each of the parties agrees to provide to the Trustee upon its request from time to time such identifying information  and documentation as may be available for such party in order to enable the Trustee to comply with Relevant Law.

[Signatures on following page]

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SIGNATURES

Dated as of May 8, 2017
	REMOTE ESCROW FINANCE VEHICLE LLC
		By: Stichting Remote Escrow Parent Company, its Manager
		By: Temmes Management Service Monaco, its Director
	By:	/s/ Christian Olsthoorn
		Name:	Christian Olsthoorn
		Title:	Director
	THE BANK OF NEW YORK MELLON, as Trustee
	By:	/s/ Latoya S. Elvin
		Name:	Latoya S. Elvin
		Title:	Vice President

EXHIBIT A

[Face of Note]

CUSIP/CINS

10.500% Senior Secured First Lien Notes due 2022

No.     $

REMOTE ESCROW FINANCE VEHICLE LLC

promises to pay to                or registered assigns,

the principal sum of                                                            DOLLARS on June 1, 2022.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and November 15

Dated:
	REMOTE ESCROW FINANCE VEHICLE LLC
	By:
		Name:
		Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON, as Trustee
By:
	Authorized Signatory

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[Back of Note]

10.500% Senior Secured First Lien Notes due 2022

[Insert the Global Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Original Issue Discount Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)INTEREST.  Remote Escrow Finance Vehicle LLC, a Delaware limited liability company (the “Company”), promises to pay interest on the principal amount of this Note at 10.500% per annum from May 8, 2017 until maturity.  The Company shall pay interest semi-annually in arrears on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further, that the first Interest Payment Date shall be December 1, 2017. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(2)METHOD OF PAYMENT.  The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the May 15 and November 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium, if any, interest at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)PAYING AGENT AND REGISTRAR.  Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent and Registrar.  The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes.  The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

(4)INDENTURE.  The Company issued the Notes under an Indenture dated as of May 8, 2017 (the “Indenture”) between the Company and the Trustee.  The terms of the Notes include those stated in the Indenture.  The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  Except to the extent provided in the Escrow and Security Agreement, the Notes are

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senior obligations of the Company and are secured on a first priority basis (subject to certain Liens permitted under the Indenture), subject to the terms of the Collateral Trust Agreement. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5)OPTIONAL REDEMPTION.

(a)[Reserved].

(b)At any time prior to June 1, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(c)Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to June 1, 2020.

(d)On or after June 1, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2020	105.250	%
2021 and thereafter	100.000	%

Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

(6)SPECIAL MANDATORY REDEMPTION.  Except as described below, the Company will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

If the conditions to release of the Escrow Property to the Company, which are set forth in Section 1.4 of the Escrow and Security Agreement, have not been satisfied on or before June 14, 2017, the Company will redeem all and not less than all of the outstanding Notes upon not less than 10 days’ notice, pursuant to the terms of the Escrow and Security Agreement, at a redemption price equal to 104% of the aggregate principal amount of Notes, plus accrued and unpaid interest, to, but not including the redemption date.  Such redemption may also be made prior to June 14, 2017 if the Company determines at any time in its sole discretion to consummate such redemption pursuant to Section 3.09 of the Indenture.

(7)REPURCHASE AT THE OPTION OF HOLDER.

(a)Upon the occurrence of a Change of Control Triggering Event, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a

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purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(8)NOTICE OF REDEMPTION.  At least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 thereof.  Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.

(9)DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(10)PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(11)AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture, the Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class.  Without the consent of any Holder of Notes, the Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency; (ii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iii) to provide for the assumption of the Company’s Obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights under this Indenture of any such Holder; (v) to conform the text of the Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering Circular; (vi) to evidence and provide for the acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements hereof; (vii) to provide for the issuance of Additional Notes and Additional Securities in accordance with the limitations set forth in the Indenture as of the date hereof; (viii) to allow any Guarantor to execute a

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supplemental indenture and/or a Subsidiary Guarantee with respect to the Securities; or (ix) to release, terminate or discharge the Subsidiary Guarantee of any Guarantor or any Lien as provided for in the Indenture.

(12)DEFAULTS AND REMEDIES.  Events of Default include:  (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in the payment when due of the principal of, or premium, if any, on the Notes; (iii) failure by the Company or any Restricted Subsidiaries for 45 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of the agreements in the Indenture; (iv) the acceleration of the maturity of any Indebtedness for money borrowed (other than the notes of such series) by the Company or any of its Restricted Subsidiaries (other than any Excluded Subsidiaries) having an aggregate principal amount outstanding in excess of $25 million, if such acceleration is not rescinded or annulled, or such indebtedness shall not have been discharged, within 15 days after the date of such acceleration; (v) failure by the Company or any of its Restricted Subsidiaries (other than any Excluded Subsidiaries) to pay final and non-appealable judgments aggregating in excess of $25 million, which judgments are not covered by indemnities or third-party insurance, which judgments are not paid, discharged, vacated or stayed for a period of 60 days; (vi) failure by GenOn or the SPV to comply with any material term of the Escrow and Security Agreement that is not cured within 10 days; (vii) the Escrow and Security Agreement or any other security document or any Lien purported to be granted thereby on the Escrow Account or the cash or Government Securities therein is held in any judicial proceeding to be unenforceable or invalid, in whole or in part, or ceases for any reason (other than pursuant to a release that is delivered or becomes effective as set forth in the Indenture) to be fully enforceable and perfected; (viii) except as permitted by the Indenture, the Subsidiary Guarantee of any Restricted Subsidiary (other than any Excluded Subsidiaries) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Guarantor, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, in each case, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture; (ix) with respect to any Collateral, individually or in the aggregate, having a fair market value in excess of $25 million, any of the Note Security Documents ceases to be in full force and effect, or any of the Note Security Documents ceases to give the holders of the Notes the Liens purported to be created thereby, or any of the Note Security Documents is declared null and void or the Company or any Guarantor denies in writing that it has any further liability under any Note Security Document (in each case other than in accordance with the terms of the Indenture or any of the Note Security Documents), except to the extent that any loss of perfection or priority results from the failure of the Collateral Trustee to maintain possession of certificates actually delivered to it representing securities, promissory notes or other instruments pledged under the Note Security Documents, or otherwise results from the gross negligence or willful misconduct of the Trustee or the Collateral Trustee; (x) the Company or any of the Guarantors: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (xi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor; (B) appoints a custodian of the Company or any Guarantor for all or substantially all of the property of the Company or any Guarantor; or (C) orders the liquidation of the Company or any Guarantor, and the order or decree remains unstayed and in effect for 60 consecutive days.

(13)TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its

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Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to and entitled to the benefits of Article 7 of the Indenture.

(14)         NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

(15)         AUTHENTICATION.  This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)         ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)         [RESERVED].

(18)         CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(19)         GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

Remote Escrow Finance Vehicle LLC

(to be merged with and into GenOn Energy, Inc.)

c/o GenOn Energy, Inc.

804 Carnegie Center

Princeton, NJ 08540

Attention: Corporate Secretary

A-6

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Company. The agent may substitute another to act for him.
Date:
		Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-7

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.14 of the Indenture, check here: o

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                  

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
Signature Guarantee*:

*              Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-8

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of
decrease in
Principal Amount
of
this Global Note Amount of
increase in
Principal Amount
of
this Global Note Principal Amount
of this Global Note
following such
decrease
(or increase) Signature of
authorized
signatory of
Trustee or
Custodian

*This schedule should be included only if the Note is issued in global form.

A-9

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Remote Escrow Finance Vehicle LLC
c/o GenOn Energy, Inc.
804 Carnegie Place
Princeton, NJ 08540
Attention: Corporate Secretary

The Bank of New York Mellon
101 Barclay Street, Floor 7W
New York, NY 10286
Attention: Corporate Trust Administration

Re:  10.500% Senior Secured First Lien Notes due 2022

Reference is hereby made to the Indenture, dated as of May 8, 2017 (the “Indenture”), between Remote Escrow Finance Vehicle LLC, as issuer (the “Company”) and The Bank of New York Mellon, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $            in such Note[s] or interests (the “Transfer”), to                             (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.  o  Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2.  o  Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation

B-1

S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3.  o  Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)           o  such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)           o  such Transfer is being effected to the Company or a subsidiary thereof;

or

(c)           o  such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d)           o  such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

4.  o  Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) o  Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer

B-2

restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) o  Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) o  Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1.             The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)   o  a beneficial interest in the:

(i)          o  144A Global Note (CUSIP          ), or

(ii)         o  Regulation S Global Note (CUSIP          ), or

(iii)        o  IAI Global Note (CUSIP          ); or

(b)   o  a Restricted Definitive Note.

2.             After the Transfer the Transferee will hold:

[CHECK ONE]

(a)   o  a beneficial interest in the:

(i)          o  144A Global Note (CUSIP          ), or

(ii)         o  Regulation S Global Note (CUSIP          ), or

(iii)        o  IAI Global Note (CUSIP          ); or

(iv)        o  Unrestricted Global Note (CUSIP          ); or

(b)   o  a Restricted Definitive Note; or

(c)   o  an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Remote Escrow Finance Vehicle LLC
c/o GenOn Energy, Inc.
804 Carnegie Place
Princeton, NJ 08540
Attention: Corporate Secretary

The Bank of New York Mellon, as Trustee
101 Barclay Street, Floor 7W
New York, NY 10286
Attention: Corporate Trust Administration

Re:  10.500% Senior Secured First Lien Notes due 2022

(CUSIP [         ])

Reference is hereby made to the Indenture, dated as of May 8, 2017 (the “Indenture”), between Remote Escrow Finance Vehicle LLC, as issuer (the “Company”) and The Bank of New York Mellon, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $             in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1.             Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) o Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

(c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.             Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)   o  Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)   o  Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global Note, o IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

C-2

	By:
		Name:
		Title:
Dated:

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Remote Escrow Finance Vehicle LLC
c/o GenOn Energy, Inc.
804 Carnegie Place
Princeton, NJ 08540
Attention: Corporate Secretary

The Bank of New York Mellon, as Trustee
101 Barclay Street, Floor 7W
New York, NY 10286
Attention: Corporate Trust Administration

Re:  10.500% Senior Secured First Lien Notes due 2022

Reference is hereby made to the Indenture, dated as of May 8, 2017 (the “Indenture”), between Remote Escrow Finance Vehicle LLC, as issuer (the “Company”) and The Bank of New York Mellon, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $             aggregate principal amount of:

(a) o a beneficial interest in a Global Note, or

(b) o a Definitive Note,

we confirm that:

1.             We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.             We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

D-1

3.             We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions.  We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.             We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.             We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:
Dated:

D-2

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                 , among                    (the “Guaranteeing Subsidiary”), a subsidiary of GenOn Energy, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 8, 2017 providing for the issuance of 10.500% Senior Secured First Lien Notes due 2022 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Sections 4.18 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.             CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             GUARANTEE.  The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture.  The Guaranteeing Subsidiary hereby provides an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.

3.             NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

4.             NEW YORK LAW TO GOVERN.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

E-1

5.             COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes.

6.             EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

7.             THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity sufficiency or adequacy of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Guaranteeing Subsidiary and the Company, and the Trustee assumes no responsibility for their correctness.

8.             RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

E-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:                 ,

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
GENON ENERGY, INC.
By:
	Name:
	Title:
[EXISTING GUARANTORS]
By:
	Name:
	Title:
THE BANK OF NEW YORK MELLON,
as Trustee
By:
	Name:
	Title:

E-3

EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

This AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into as of May 8, 2017, by and among GENON ENERGY, INC., a Delaware corporation (the “Company”), NRG AMERICAS, INC. (f/k/a GENON AMERICAS, INC.), a Delaware corporation (“NAI”, each of NAI and the Company, a “Borrower” and, together, the “Borrowers”), the Subsidiary Guarantors set forth on the signature pages hereto and NRG ENERGY, INC., a Delaware corporation, as administrative agent (the “Administrative Agent”) and as a lender (the “Lender”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrowers, the Administrative Agent and the Lender are parties to that certain Revolving Credit Agreement, dated as of December 14, 2012, as amended by that certain Amendment No. 1 to Revolving Credit Agreement, dated as of December 13, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers, the Administrative Agent and the Lender desire to amend the Credit Agreement, to amend and restate each of the Security Agreement and the Collateral Trust Agreement, enter into new Mortgages with respect to all previously mortgaged Mortgaged Properties and other real property in respect of which the Company is required to deliver a Mortgage pursuant to Section 6.7(b) of the Credit Agreement, and take such other actions to further perfect the Collateral Trustee’s security interest in the Collateral, in each case, in connection with the issuance of the 2022 Notes in the aggregate principal amount of up to $540,000,000 pursuant to the 2022 Notes Indenture, which such 2022 Notes will be secured by a pari passu Lien on the Collateral and the proceeds of which will be funded initially into escrow pursuant to that certain Escrow and Security Agreement, dated as of the date hereof (the “Escrow Agreement”), among the Company, Remote Escrow Finance Vehicle LLC, a special purpose limited liability company organized under the laws of Delaware (the “Initial Issuer”), and the Bank of New York Mellon, as escrow agent, depositary bank, securities intermediary and trustee;

WHEREAS, certain Restricted Subsidiaries of the Borrowers are required to become Subsidiary Guarantors and grant Liens on certain of their assets in accordance with Section 6.7 of the Credit Agreement pursuant to certain actions (the “Required Collateral and Guarantee Actions”);

WHEREAS, in connection with the amendments to the Credit Agreement set forth herein, the amendment and restatement of the Security Agreement and the execution of the New Mortgages, the Borrowers and their Subsidiaries intend to complete the Required Collateral and Guarantee Actions; and

WHEREAS, the Borrowers have requested that the Administrative Agent and Lender amend certain provisions of the Credit Agreement, and the Administrative Agent and Lender agree to such amendments upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing recitals, the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments as of the Amendment No. 2 Effective Date.  Effective as of the

1

Amendment No. 2 Effective Date (as defined below):

(a)Section 1.1 of the Credit Agreement (Defined Terms) is hereby amended to add the following defined terms in the correct alphabetical order:

“2022 Notes”: up to $550,000,000 aggregate principal amount of 10.50% senior secured notes due 2022 issued pursuant to the 2022 Notes Indenture, as amended, amended and restated, supplemented or otherwise modified or refinanced from time to time.

“2022 Notes Indenture”: that certain Indenture relating to the 2022 Notes, dated as of May 8, 2017, by and among the Initial Issuer, as initial issuer, the Company, as the ultimate issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee and collateral trustee, as amended, amended and restated, supplemented or otherwise modified or refinanced from time to time.

“Amendment No. 2”:  that certain Amendment No. 2 to Revolving Credit Agreement, dated as of May 8, 2017, among the Borrowers, the Subsidiary Guarantors, the Administrative Agent and the Lender.

“Amendment No. 2 Effective Date”: as defined in Amendment No. 2.

“Consolidated Cash Balance”: as of any date, the aggregate amount (i.e., the “book balance”) of cash and Cash Equivalents held by the Loan Parties.

“Escrow Agreement”: that certain Escrow and Security Agreement, dated as of May 8, 2017, among the Initial Issuer, the Company and the Bank of New York Mellon, as escrow agent, depositary bank, securities intermediary and trustee.

“Excess Proceeds”: as defined in Section 2.9(a)(iii).

“Excluded Assets” as defined in the Security Agreement.

“Excluded Project Subsidiary”: any entity that constitutes an “Excluded Project Subsidiary” under the 2022 Notes Indenture.

“Independent Financial Advisor”: an accounting, appraisal, investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Initial Issuer”: Remote Escrow Finance Vehicle LLC, a special purpose limited liability company organized under the laws of Delaware.

“Permitted Business”: means the business of acquiring, constructing, managing, developing, improving, maintaining, leasing, owning and operating power or energy related facilities, together with any related assets or facilities, as well as any other activities reasonably related to, ancillary to, or incidental to, any of the foregoing activities (including acquiring and holding reserves), including investing in power or energy related facilities.

“Priority Lien Obligations”: as defined in the Collateral Trust Agreement.

“REMA Receivable”: any intercompany loan to, receivable of or other Investment in REMA and/or its Subsidiaries held directly or indirectly by the Company.

(b)Section 1.1 of the Credit Agreement (Defined Terms) is hereby amended to

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amend and restate the following defined term in their entirety as follows:

“Collateral Trust Agreement”: that certain Amended and Restated Collateral Trust Agreement, entered into on or prior to the Amendment No. 2 Effective Date, by and among the Borrowers, the Subsidiary Guarantors, the Administrative Agent, the Collateral Trustee, and the other parties named therein, as amended, amended and restated, supplemented or otherwise in effect from time to time.

“Collateral Trustee”: The Bank of New York Mellon or any successor thereto in its capacity as collateral trustee under the Collateral Trust Agreement and, as the context may require, any co-trustee appointed pursuant to the terms of the Collateral Trust Agreement.

“Security Agreement”: that certain Amended and Restated Security Agreement, executed and delivered by the Borrowers and each Subsidiary Guarantor on or prior to the Amendment No. 2 Effective Date in favor of Collateral Trustee, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Subsidiary Guarantor”: each Restricted Subsidiary of the Company other than (a) any Foreign Subsidiary, (b) the entities listed on Schedule 1.1E (including, with respect to the entities listed on Schedule 1.1E, each of their respective Subsidiaries) and (c) each of the entities from time to time designated to Administrative Agent (so long as after the date hereof, such Subsidiary does not acquire any material assets) and any Excluded Project Subsidiary, and in each case of clauses (a) through (c), notwithstanding anything contained herein to the contrary, the Company shall not be required to take any actions in respect of such Subsidiaries under Section 6.7(c) or otherwise under this Agreement; provided, however, that Subsidiaries of GMGEN (other than GMA and its Subsidiaries, which shall not be Subsidiary Guarantors), shall be Subsidiary Guarantors to the extent permitted by Section 102 of that certain Seventh Supplemental Indenture, dated as of January 3, 2006, between GMGEN and Wells Fargo Bank, National Association; provided, further, that notwithstanding anything to the contrary in this Agreement or any Loan Document, any Subsidiary of the Company which is required to provide or otherwise provides a guarantee or collateral credit support in respect of the Company’s obligations under the 2022 Notes or any refinancing, renewal, replacement or extension thereof shall be a Subsidiary Guarantor and the Company shall take such actions in respect of such Subsidiary Guarantor as required under Section 6.7(c).

“Termination Date”: the date occurring six months after the sixth anniversary of the Closing Date.

(c)Section 1.1 of the Credit Agreement (Defined Terms) is hereby amended by deleting the references to “$50,000,000” in clauses (v) and (x) of the definition of “Excluded Asset Sales” and replacing such references with “$10,000,000”.

(d)Section 1.1 of the Credit Agreement (Defined Terms) is hereby amended by amending the definition of “Excluded Asset Sale” to (i) delete the word “and” after clause (xi) thereof, (ii) replacing the period at the end of clause (xii) thereof with “; and” and (iii) adding a new clause (xiii) thereto to read as follows:

“(xiii) the cancellation, termination or other discharge of any REMA Receivable.”

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(e)Section 1.1 of the Credit Agreement (Defined Terms) is hereby amended by deleting the definition of “Excluded Proceeds” in its entirety.

(f)Section 1.1 of the Credit Agreement (Defined Terms) is hereby amended by amending and restating clauses (ii) and (iii) of the definition of “Permitted Debt” to read as follows:

“(ii) up to $800,000,000 of additional Debt less the outstanding aggregate principal amount of Debt incurred under clause (iii) of this definition (but in no event shall this clause (ii) be less than $0);”

(iii) the 2022 Notes;”

(g)Section 1.1 of the Credit Agreement (Defined Terms) is hereby amended by deleting the definition of “Reinvestment Event” in its entirety.

(h)Section 1.1 of the Credit Agreement (Defined Terms) is hereby amended by deleting the definition of “Reinvestment Notice” in its entirety.

(i)Section 2.9(a) of the Credit Agreement (Mandatory Prepayments) is hereby amended and restated in its entirety as follows:

“(a) (i)Within 270-days after the receipt of any Net Cash Proceeds from an Asset Sale or any Recovery Event, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply those Net Cash Proceeds or, at its option, enter into a binding commitment to apply such Net Cash Proceeds no later than 90 days following the initial 270-day period; provided that with respect to any Asset Sale of the Hunterstown, Choctaw, Bowline or Canal power generation facilities (i) the Net Cash Proceeds from such Asset Sale shall be applied within 30 days pursuant to clause (1) below only, and (ii) the Company shall provide an opinion as to the fairness to the Company of such Asset Sale from a financial point of view issued by an Independent Financial Advisor:

(1)to repay Priority Lien Obligations (including the Loans and the 2022 Notes) containing provisions similar to this Section 2.9(a) or those set forth in the 2022 Notes Indenture with respect to sales of assets and use of proceeds therefrom, on a pro rata basis (based on outstanding aggregate principal amount);

(2)in the case of an Asset Sale by a Restricted Subsidiary that is not a Subsidiary Guarantor, to repay Debt of a Restricted Subsidiary that is not a Subsidiary Guarantor (other than Debt owed to the Company or another Restricted Subsidiary of the Company);

(3)solely in the case of Asset Sales of assets other than Collateral, to repay Debt and other obligations (including Capital Lease Obligations), in each case that are secured by a Lien on assets other than Collateral, which Lien is permitted by this Agreement, and if such Debt is revolving credit Debt, to correspondingly reduce commitments with respect thereto;

(4)to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged primarily in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a

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Restricted Subsidiary of the Company and a Subsidiary Guarantor;

(5)to make a capital expenditure; provided that, in the case of Asset Sales of Collateral, such capital expenditure results in the acquisition of Collateral;

(6)to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided that, in the case of Asset Sales of Collateral, such assets are Collateral; or

(7)any combination of the foregoing.

(ii)Pending the final application of any such Net Cash Proceeds, to the extent the Net Cash Proceeds exceed $10,000,000, the Company shall maintain the Net Cash Proceeds in a bank account that is subject to a deposit account control agreement in favor of the Collateral Trustee, and otherwise may use such Net Cash Proceeds from such Asset Sale in accordance with Section 2.9(a)(i).

(iii)Notwithstanding the foregoing, in the event that regulatory approval is necessary for an asset or investment, or construction, repair or restoration of any asset or investment has commenced, then the Company or any Restricted Subsidiary shall have an additional 270 days to apply the Net Cash Proceeds from such Asset Sale in accordance with this Section 2.9(a)(i).

(iv)Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 2.9(a)(i) shall constitute “Excess Proceeds.”  When the aggregate amount of Excess Proceeds exceeds $10,000,000, or at such earlier date as may be selected by the Company, the Company shall on such date (or, if necessary to determine the aggregate amount of all other Priority Lien Obligations required to be repaid or repurchased on a pro rata basis, on the earliest date such determination is possible) prepay the Loans, and any other Priority Lien Obligations containing provisions similar to those set forth in this Section 2.9(a) or the 2022 Notes Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to the extent required by the terms of such Priority Lien Obligations, on a pro rata basis.  Any such Net Cash Proceeds used to prepay the Loans shall be applied as set forth in Section 2.9(c).”

(j)Section 5.2 of the Credit Agreement (Conditions to Each Extension of Credit) is hereby amended by amending and restating the first paragraph thereof to read as follows:

“Condition to Each Extension of Credit. The agreement of each Lender to make any extension of credit and to cause the Issuing Banks to issue Letters of Credit (other than, (i) in each case, continuations or conversions of Interest Periods and the funding of drawings under Letters of Credit (in each case, to which each of the clauses below shall not apply) and (ii) in the case of the issuances, amendments or extensions of Letters of Credit, clause (c) below, which shall not apply to such issuance, amendment or extension) requested to be made by it on any date is subject to the satisfaction or waiver of the following conditions precedent:”

(k)Section 5.2 of the Credit Agreement (Conditions to Each Extension of Credit) is hereby amended by adding a new clause (c) immediately following clause (b) thereof as follows:

“(c) Consolidated Cash Balance. From and after the Amendment No. 2 Effective

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Date, immediately after giving pro forma effect to the making of any Loan and the proposed application of the proceeds of such Loan, the Consolidated Cash Balance shall not exceed $100,000,000.”

(l)Section 6.7(a) of the Credit Agreement (Subsequent Acquired Property; New Subsidiaries) is hereby amended by amending and restating the proviso set forth therein as follows:

“provided that, to the extent that the Security Agreement or any Mortgage expressly states that any actions necessary to perfect such security interests are not required to be taken, no such actions will be necessary.”

(m)Section 6.7(c) of the Credit Agreement (Subsequent Acquired Property; New Subsidiaries) is hereby amended and restated in its entirety as follows:

“(c)  If any additional Subsidiary is formed or acquired after the date hereof or any Subsidiary ceases to be an Unrestricted Subsidiary, a Foreign Subsidiary or an Excluded Project Subsidiary or otherwise excluded from the definition of Subsidiary Guarantor, the Company shall promptly notify the Administrative Agent thereof (and, in any event, within 15 days of the date thereof or such later time as the Administrative Agent may agree to in its sole discretion)). The Company shall, with respect to any new Subsidiary created or acquired directly or indirectly after the date hereof by any Loan Party (which, for the purposes of this paragraph (c), shall be deemed to include (x) any existing Subsidiary that ceases to be a Foreign Subsidiary and (y) any existing Domestic Subsidiary that is no longer an Unrestricted Subsidiary or Excluded Project Subsidiary), promptly (and, in any event, within 30 days of the date of creation or acquisition thereof or such later time as the Administrative Agent may agree to in its sole discretion): (i) execute and deliver to the Collateral Trustee (with copies to the Administrative Agent) such amendments to the Security Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Subsidiary that is owned by any Loan Party (provided that (A) in the case of a Foreign Subsidiary, in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged, (B) no such grant or perfection of security interests shall be required to be made under any law other than laws of the United States, any state thereof or the District of Columbia and (C) no such grant or perfection of security interests shall be required to be made in respect of any Capital Stock that is an Excluded Asset), (ii) deliver to the Collateral Trustee (with copies to the Administrative Agent) any certificates representing any Capital Stock required to be pledged pursuant to clause (i), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) if such new Subsidiary is a Restricted Subsidiary (other than (w) a Foreign Subsidiary, (x) a new Subsidiary prohibited from granting such Lien by applicable law or any contractual limitation applicable to such Subsidiary Guarantor at the time it becomes a Subsidiary and not incurred in contemplation thereof, (y) any Excluded Project Subsidiary or any new Subsidiary otherwise designated to the Administrative Agent in accordance with clause (c) of the definition of Subsidiary Guarantor and (z) any new Subsidiary of GMA or REMA), cause such new Restricted Subsidiary (A) to execute an Assumption Agreement in the form attached as Annex 1 to the Guarantee Agreement and (B) to take

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such actions as are required by the Security Agreement to grant to the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent, and (iv) if such new Subsidiary is a Foreign Subsidiary, subject to the proviso in clause (i) above, cause such new Subsidiary to take such other action as the Administrative Agent may reasonably request necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Trustee’s security interest therein.

(n)Section 6.10 of the Credit Agreement (Use of Proceeds) is hereby amended and restated in its entirety as follows:

“6.10.Use of Proceeds.  The proceeds of the Loans and the Letters of Credit shall be used for working capital and general corporate purposes (including, without limitation, acquisitions and distributions permitted hereunder). No part of the proceeds of any Loan under this Agreement shall be used (i) to make or offer to make any optional repurchase, retirement, or redemption, whether in whole or in part, of any Debt in respect of borrowed money (including the 2022 Notes); provided that this clause (i) shall not apply to any Letter of Credit issued prior to and existing on the Amendment No. 2 Effective Date and any replacement or extension thereof or (ii) for any purpose that violates the provisions of the Regulation T, U or X of the Board.”

(o)Section 8.3(m) of the Credit Agreement is hereby amended by adding the following words immediately prior to the words “Eligible Commodity Hedging” therein:

“the 2022 Notes,”

(p)Section 8.7 of the Credit Agreement (Transactions with Affiliates) is hereby amended by (i) substituting the word “and” immediately before clause (i) of the proviso thereto with a comma, (ii) substituting the period at the end thereof with the word “and” and (iii) adding at the end thereof a new clause (j) thereto that reads as follows:

“(j)the Disposition or cancellation of any REMA Receivable.”

(q)Schedule 1.1D of the Credit Agreement is hereby replaced in its entirety with Schedule 1.1D attached hereto.

(r)The Credit Agreement is hereby amended by adding Schedule 1.1E attached hereto.

SECTION 3. Conditions to Effectiveness. This Amendment shall become effective as of the first date (the “Amendment No. 2 Effective Date”) on which each of the following conditions have been satisfied (provided that if such conditions are not satisfied on or prior to earliest of (x) the Business Day immediately prior to June 15, 2017, (y) the date on which the principal amount of and accrued and unpaid interest on the 2022 Notes has become immediately due and payable pursuant to the 2022 Indenture or (z) the date on which the Company and the Initial Issuer consummate a special mandatory redemption of the 2022 Notes pursuant to the 2022 Indenture, this Amendment shall automatically be of no force or effect):

(i)The Administrative Agent shall have received from the Borrowers, the

7

Subsidiary Guarantors, the Lenders and the Administrative Agent counterparts of this Amendment signed on behalf of such parties;

(ii)The Administrative Agent shall have received copies of (x) the amended and restated Security Agreement substantially in the form attached hereto as Schedule A (the “Amended and Restated Security Agreement”) and (y) the amended and restated Collateral Trust Agreement substantially in the form attached hereto as Schedule A (the “Amended and Restated Collateral Trust Agreement”), each executed and delivered by each of the parties thereto;

(iii)The Escrow Agreement shall not have been amended, supplemented or modified, and no waivers or consents shall have been granted thereunder, in each case, in a manner adverse to the interest of the Lenders in their capacity as such, without the prior written consent of the Administrative Agent (it being understood and agreed that any amendment, supplement or modification to, or any waiver or consent in respect of, the Collateral Perfection Condition (as defined in the Escrow Agreement) the effect of which is to extend the time for satisfaction of, or otherwise facilitate the satisfaction of, the Collateral Perfection Condition shall be adverse to the Lenders);

(iv)The Collateral Perfection Condition shall have been satisfied in accordance with the terms of the Escrow Agreement and the Escrow Property (as defined in the Escrow Agreement) shall have been released to the Company pursuant to Section 1.4(c) and (d) of the Escrow Agreement; and

(v)The delivery by the Borrowers and the Subsidiary Guarantors of each of the items identified on Schedule B hereto.

SECTION 4. Guarantee Agreement.

(a)By executing and delivering this Amendment, each entity listed on the signature pages hereto that is not a party to the Guarantee Agreement (other than GenOn Energy, Inc.) (each such entity, an “Additional Guarantor” and collectively, the “Additional Guarantors” as such terms are used in the Guarantee Agreement), as provided in Section 3.14 of the Guarantee Agreement, hereby becomes, effective as of the Amendment No. 2 Effective Date, a party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth on Schedule 1 of the Guarantee Agreement is hereby incorporated mutatis mutandis for each Additional Guarantor.  The Lender and each Additional Guarantor hereby agree that this Section 4 shall be deemed to satisfy the requirement to deliver an Assumption Agreement pursuant to Section 6.7 of the Credit Agreement and Section 3.14 of the Guarantee Agreement.

(b)Effective as of the Amendment No. 2 Effective Date, each of the Released Grantors (as defined in the Security Agreement) is hereby unconditionally released and discharged from its obligations as a Guarantor under the Guarantee Agreement, and the Administrative Agent shall, or cause the Collateral Trustee to, deliver at the Company’s sole cost and expense such releases, discharges and similar documents as the Company may reasonable request in connection with the release of such Released Grantor from its obligations as a

8

Guarantor.

SECTION 5.  Limited Waiver.  Pursuant to Section 6.7(c) of the Credit Agreement, the Company is required to cause certain Subsidiaries to execute an Assumption Agreement and take such actions as are required by the Security Agreement to grant to the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the Collateral with respect to such Subsidiary.  To the extent that the Company or any Loan Party has failed to comply with the provisions of Section 6.7(c), the Administrative Agent and the Lender hereby waive any Default that may have occurred under the Credit Agreement as a result of such failure by the Company or any Loan Party to comply with the provisions of Section 6.7(c) of the Credit Agreement in respect of any such Subsidiary with the effect that no such Default shall be deemed to have arisen.  The waiver under this Section 5 (this “Waiver”) is not intended to, and shall not be deemed or construed to, establish a custom or course of dealing and does not waive (except as expressly set forth herein), limit or postpone any of the terms of (and except as expressly set forth herein the Administrative Agent and the Lender expressly reserve all rights and remedies under) the Credit Agreement and the other Loan Documents, including rights and remedies with respect to any other Defaults (including rights with respect to determining the materiality thereof), whether now existing or occurring after the date of this Waiver.

SECTION 6. Reference to and Effect Upon the Credit Agreement.

(a)Except as specifically set forth above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b)Upon the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof” and words of like import and each reference in the Credit Agreement and the Loan Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby.

SECTION 7. Reaffirmation. Each Subsidiary Guarantor (including each Additional Guarantor), by its execution of this Amendment, hereby (a) consents and agrees to the terms and conditions of this Amendment and (b) acknowledges and, in the case of the Subsidiary Guarantors that are not Additional Guarantors, reaffirms, all of its obligations, agreements, covenants, liabilities and undertakings under each of the Loan Documents as amended hereby and as amended and restated or supplemented in accordance herewith, in each case, to which it is a party and acknowledges and agrees that subsequent to, and after taking account of the provisions of this Amendment and as amended, restated or supplemented in accordance herewith, each such Loan Document as amended hereby is and shall remain in full force and effect in accordance with the terms thereof.  Each Borrower and each Subsidiary Guarantor (including each Additional Guarantor) hereby acknowledges, confirms, and, in the case of the Subsidiary Guarantors that are not Additional Guarantors, reaffirms, the Liens outstanding under the Security Documents for the benefit of the Secured Parties and acknowledges and agrees that as of and subsequent to the Amendment No. 2 Effective Date, each such Lien is and shall remain in full force and effect in accordance with the terms of the Security Agreement, the Collateral Trust Agreement, and the other Security Documents.

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SECTION 7. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

GENON ENERGY, INC., as a Borrower
By:	/s/ Gaetan Frotte
Name: Gaetan Frotte
Title: Treasurer
NRG AMERICAS, INC. (f/k/a GENON
AMERICAS, INC.), as a Borrower
By:	/s/ Gaetan Frotte
Name: Gaetan Frotte
Title: Treasurer
NRG ENERGY, INC., as Administrative Agent and Lender
By:	/s/ Gaetan Frotte
Name: Gaetan Frotte
Title: Senior Vice President & Treasurer

[Signature page to Amendment No. 2 to Revolving Credit Agreement]

GUARANTORS:
GENON ENERGY HOLDINGS, INC.
GENON ENERGY MANAGEMENT, LLC
GENON ENERGY SERVICES, LLC
GENON MID-ATLANTIC DEVELOPMENT, LLC
GENON POWER OPERATING SERVICES MIDWEST, INC.
HUDSON VALLEY GAS CORPORATION
MIRANT NEW YORK SERVICES, LLC
MIRANT POWER PURCHASE, LLC
NRG BOWLINE LLC
NRG CALIFORNIA NORTH LLC
NRG CANAL LLC
NRG FLORIDA GP, LLC
NRG LOVETT DEVELOPMENT I LLC
NRG LOVETT LLC
NRG NEW YORK LLC
NRG NORTH AMERICA LLC
NRG NORTHEAST GENERATION, INC.
NRG NORTHEAST HOLDINGS, INC.
NRG POTRERO LLC
NRG POWER GENERATION ASSETS LLC
NRG POWER GENERATION LLC
NRG POWER MIDWEST GP LLC
NRG SABINE (DELAWARE), INC.
NRG SABINE (TEXAS), INC.
NRG WHOLESALE GENERATION GP LLC
ORION POWER NEW YORK GP, INC.
ORION POWER NEW YORK LP, LLC
RRI ENERGY SERVICES, LLC
By:	/s/ Gaetan Frotte
	Name: Gaetan Frotte
	Title: Treasurer

[Signature page to Amendment No. 2 to Revolving Credit Agreement]

MIRANT INTELLECTUAL ASSET MANAGEMENT AND MARKETING, LLC
MNA FINANCE CORP.
RRI ENERGY BROADBAND, INC.
RRI ENERGY CHANNELVIEW
(DELAWARE) LLC
RRI ENERGY CHANNELVIEW (TEXAS) LLC
RRI ENERGY COMMUNICATIONS, INC.
RRI ENERGY TRADING EXCHANGE, INC.
RRI ENERGY VENTURES, INC.
RRI ENERGY SERVICES CHANNELVIEW LLC
RRI ENERGY SERVICES DESERT BASIN, LLC
RRI ENERGY SOLUTIONS EAST LLC
By:	/s/ Gaetan Frotte
	Name: Gaetan Frotte
	Title: President & Treasurer
GENON AMERICAS PROCUREMENT, INC.
GENON ASSET MANAGEMENT, LLC
GENON SPECIAL PROCUREMENT, INC.
By:	/s/ Rachel Smith
	Name: Rachel Smith
	Title: Treasurer
NRG FLORIDA LP
By: NRG Florida GP, LLC, its General Partner
By:	/s/ Gaetan Frotte
	Name: Gaetan Frotte
	Title: Treasurer

[Signature page to Amendment No. 2 to Revolving Credit Agreement]

NRG POWER MIDWEST LP
By: NRG Power Midwest GP LLC, its General Partner
By:	/s/ Gaetan Frotte
	Name: Gaetan Frotte
	Title: Treasurer
NRG WHOLESALE GENERATION LP
By: NRG Wholesale Generation GP LLC, its General Partner
By:	/s/ Gaetan Frotte
	Name: Gaetan Frotte
	Title: Treasurer
ORION POWER NEW YORK, L.P.
By: Orion Power New York GP, Inc., its General Partner
By:	/s/ Gaetan Frotte
	Name: Gaetan Frotte
	Title: Treasurer
RRI ENERGY CHANNELVIEW LP
By: RRI Energy Channelview (Texas) LLC, its General Partner
By:	/s/ Gaetan Frotte
	Name: Gaetan Frotte
	Title: President & Treasurer

[Signature page to Amendment No. 2 to Revolving Credit Agreement]

Schedule 1.1D

Unrestricted Subsidiaries

Name of Subsidiary	Jurisdiction
GenOn Key/Con Fuels, LLC	Delaware

Schedule 1.1E

Non-Guarantor Restricted Subsidiaries

NRG ECA Pipeline LLC	NRG California South GP LLC
MC Asset Recovery, LLC	NRG California South LP
Mirant Trust I	NRG San Gabriel Power Generation LLC
Mirant International Investments, Inc.	NRG Willow Pass LLC
Mirant Asia-Pacific Ventures, LLC	NRG Tank Farm LLC
Mirant AP Investments Limited	GMGEN
Mirant Navotas Corporation	Mirant Wrightsville Management, Inc.
Mirant (Navotas II) Corporation	Mirant Wrightsville Investments, Inc.
Mirant Asia Pacific Construction Limited (Hong Kong) Limited	NRG Delta LLC
GenOn Capital Inc.	REMA
GenOn Fund 2001 LLC	GMA

Schedule A

Amended and Restated Security Agreement and Amended and Restated Collateral Trust Agreement

[See attached]

AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT

dated as of [        ], 2017

among

GENON ENERGY, INC.,
NRG AMERICAS, INC.,

the Grantors from time to time party hereto,

NRG ENERGY, INC.,

as Administrative Agent,

THE BANK OF NEW YORK MELLON,
as Trustee under the Indenture,

and

THE BANK OF NEW YORK MELLON,

as Collateral Trustee

TABLE OF CONTENTS

		Page
ARTICLE 1.	DEFINITIONS; PRINCIPLES OF CONSTRUCTION	2
SECTION 1.1	Defined Terms	2
SECTION 1.2	Rules of Interpretation	23
ARTICLE 2.	THE TRUST ESTATES	24
SECTION 2.1	Appointment of Collateral Trustee and Declaration of Senior Trust	24
SECTION 2.2	Appointment of Collateral Trustee and Declaration of Junior Trust	25
SECTION 2.3	Priority of Liens	26
SECTION 2.4	Bankruptcy Cases and Insolvency Proceedings	29
SECTION 2.5	Collateral Shared Equally and Ratably within Class	32
SECTION 2.6	Designated Collateral and Designated Obligations	32
ARTICLE 3.	OBLIGATIONS AND POWERS OF COLLATERAL TRUSTEE	33
SECTION 3.1	Appointment and Undertaking of the Collateral Trustee	33
SECTION 3.2	Release or Subordination of Liens	34
SECTION 3.3	Remedies Upon Actionable Default	34
SECTION 3.4	Application of Proceeds	34
SECTION 3.5	Powers of the Collateral Trustee	36
SECTION 3.6	Documents and Communications	37
SECTION 3.7	For Sole and Exclusive Benefit of Holders of Secured Obligations	37
SECTION 3.8	Additional Secured Debt	37
ARTICLE 4.	OBLIGATIONS ENFORCEABLE BY THE BORROWERS AND THE GRANTORS	40
SECTION 4.1	Release and Subordination of Liens	40
SECTION 4.2	Delivery of Copies to Secured Debt Representatives	42
SECTION 4.3	Collateral Trustee Not Required to Serve, File or Record	43
SECTION 4.4	Release of Liens in Respect of any Series of Priority Lien Debt or any Series of Second Lien Debt	43
ARTICLE 5.	IMMUNITIES OF THE COLLATERAL TRUSTEE	43
SECTION 5.1	No Implied Duty	43
SECTION 5.2	Appointment of Agents and Advisors	44
SECTION 5.3	Other Agreements	44
SECTION 5.4	Solicitation of Instructions	44
SECTION 5.5	Limitation of Liability	44
SECTION 5.6	Documents in Satisfactory Form	44
SECTION 5.7	Entitled to Rely	44
SECTION 5.8	Secured Debt Default	45
SECTION 5.9	Actions by Collateral Trustee	45
SECTION 5.10	Security or Indemnity in favor of the Collateral Trustee	45
SECTION 5.11	Rights of the Collateral Trustee	45
SECTION 5.12	Limitations on Duty of Collateral Trustee in Respect of Collateral	46
SECTION 5.13	Assumption of Rights, Not Assumption of Duties	46
SECTION 5.14	No Liability for Clean Up of Hazardous Materials	47
SECTION 5.15	Additional Provisions Relating to the Collateral Trustee	47

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SECTION 5.16	Merger of the Collateral Trustee	49
SECTION 5.17	Co-Collateral Trustee; Separate Collateral Trustee	49
ARTICLE 6.	RESIGNATION AND REMOVAL OF THE COLLATERAL TRUSTEE	51
SECTION 6.1	Resignation or Removal of Collateral Trustee	51
SECTION 6.2	Appointment of Successor Collateral Trustee	51
SECTION 6.3	Succession	51
ARTICLE 7.	MISCELLANEOUS PROVISIONS	52
SECTION 7.1	Amendment	52
SECTION 7.2	Further Assurances	54
SECTION 7.3	Successors and Assigns	54
SECTION 7.4	Delay and Waiver	55
SECTION 7.5	Notices	55
SECTION 7.6	Entire Agreement	56
SECTION 7.7	Compensation; Expenses	57
SECTION 7.8	Indemnity	57
SECTION 7.9	Severability	58
SECTION 7.10	Headings	58
SECTION 7.11	Obligations Secured	58
SECTION 7.12	Governing Law	58
SECTION 7.13	Consent to Jurisdiction	59
SECTION 7.14	Waiver of Jury Trial	59
SECTION 7.15	Counterparts	59
SECTION 7.16	Effectiveness	59
SECTION 7.17	Additional Obligors	60
SECTION 7.18	Continuing Nature of this Agreement	60
SECTION 7.19	Insolvency	60
SECTION 7.20	Rights and Immunities of Secured Debt Representatives	60
SECTION 7.21	Perfection of Junior Trust Estate	61
SECTION 7.22	Voting	61
SECTION 7.23	Effect of Amendment and Restatement of Existing Collateral Trust Agreement	61
ARTICLE 8.	SPECIAL PROVISIONS	62
SECTION 8.1	Calculation of Obligations under Commodity Hedging Agreements	62
SECTION 8.2	Limitations on Rights of Holders of Second Lien Commodity Hedging Obligations	62
SECTION 8.3	Limitations on Rights of Holders of Priority Lien Commodity Hedging Obligations	63
Exhibits:
Exhibit A	Collateral Trust Joinder – New Representative
Exhibit B	Collateral Trust Joinder – Additional Obligor

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This AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT, dated as of [                ], 2017 (as amended, restated, amended and restated, supplemented or otherwise modified, this “Agreement”), is entered into by and among GENON ENERGY, INC., a Delaware corporation (the “Company”), NRG AMERICAS, INC. (f/k/a GenOn Americas, Inc.), a Delaware corporation (“GAI”, and together with the Company, the “Borrowers”), the other Grantors from time to time party hereto (as hereinafter defined), NRG ENERGY, INC., a Delaware corporation as Administrative Agent (as defined below), THE BANK OF NEW YORK MELLON, as Trustee (as defined below), and THE BANK OF NEW YORK MELLON, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

RECITALS

1.             The Borrowers, the lenders from time to time party thereto and NRG Energy, Inc., as Administrative Agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) are party to that certain Revolving Credit Agreement, dated as of December 14, 2012 (as amended by that certain Amendment No. 1 to Revolving Credit Agreement, dated as of December 13, 2015, and by that certain Amendment No. 2 to Revolving Credit Agreement, dated as of May 8, 2017 (the “Existing Credit Agreement”), and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including any Refinancing thereof if such agreement has been designated as the Credit Agreement in accordance with Section 3.8 hereof, the “Credit Agreement”).

2.             The Company intends to issue $540 million of notes due 2022 (the “Notes”) under an indenture (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”) among the Company, the Grantors and The Bank of New York Mellon, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”).

3.             The Borrowers, the subsidiary grantors party thereto, the Administrative Agent and U.S. Bank National Association, as Collateral Trustee (in such capacity, the “Existing Collateral Trustee”), entered into the Collateral Trust Agreement, dated as of December 3, 2010 (as modified by that certain Accession Agreement, dated as of December 14, 2012 and that certain Amendment No. 1 to Collateral Trust Agreement, dated as of September 19, 2014 and the Amendment No. 2 to Collateral Trust Agreement, dated as of May 3, 2017, the “Existing Collateral Trust Agreement”).

4.             The Company, the guarantors party thereto and the Administrative Agent are party to that certain Guarantee Agreement, dated as of December 14, 2012 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement Guarantee”), pursuant to which the Company and the guarantors party thereto guaranteed their respective obligations under the Credit Agreement.

5.             The Borrowers, the other Grantors party thereto and the Collateral Trustee are party to that certain Amended & Restated Security Agreement dated as of the Restatement Date (the “Security Agreement”), that amends and restates that certain Security Agreement, dated as of December 3, 2010 (as modified by that certain Joinder, Acknowledgment, and

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Reaffirmation of Security Agreement, dated as of December 14, 2012, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Restatement Date), pursuant to which the Borrowers and the other Grantors party thereto secure their Obligations under the Credit Agreement, the Credit Agreement Guarantee and the other Secured Obligations.

6.             The Borrowers and the other Grantors intend to secure and continue to secure, as applicable, their respective Obligations under the Credit Agreement, including their guarantees thereof, the Indenture, including their guarantees thereof, and any other existing and/or future Priority Lien Debt on a first priority basis and, subject to such priority, intend to continue to secure any existing and/or future Second Lien Debt on a second priority basis, with Liens on all present and future Collateral to the extent that such Liens have been or will be provided for in the applicable Security Documents.

7.             Pursuant to Section 7.7 of the Existing Collateral Trust Agreement, the Existing Collateral Trustee may at any time give notice of its resignation to the Secured Representatives and the Company, and the Controlling Secured Representative shall have the right, subject to the consent of the Company and the terms of the Collateral Trust Agreement, to appoint a successor.

8.             Pursuant to Section 9.3 of the Existing Collateral Trust Agreement, and with the consent of the Borrowers, each other Grantor and the other parties required under the Existing Collateral Trust Agreement, the parties hereto wish to amend and restate the Existing Collateral Trust Agreement in its entirety as specified herein.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, each Grantor, the Administrative Agent, the Trustee, the Existing Collateral Trustee and the Collateral Trustee hereby agree that (i) pursuant to Section 7.7 of the Collateral Trust Agreement, the Existing Collateral Trustee hereby gives notice to the Company and to the Administrative Agent, being the sole Secured Representative under the Existing Collateral Trust Agreement, of its resignation as Collateral Trustee effective as of the Restatement Date and the Company hereby consents to such resignation and the Secured Parties hereby appoint the Collateral Trustee and the Collateral Trustee accepts such appointment, all in accordance with Article 2 hereof (ii) the Existing Collateral Trust Agreement shall be amended and restated to read in its entirety as follows:

ARTICLE 1.               DEFINITIONS; PRINCIPLES OF CONSTRUCTION

SECTION 1.1               Defined Terms.

(a)           The following terms shall have the following meanings:

“Acceptable Financial Counterparty” shall mean any Person who, at the time the applicable Eligible Commodity Hedging Agreement is entered into, (a) in the ordinary course enters into financial derivative (including commodity hedge, swap, future or option) or commodity transactions (including power purchase/tolling agreements) and (b) (i) has at least two of the following three ratings: (1) an issuer credit rating of BBB+ or higher by S&P, (2) a

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long term rating of Baa1 or higher by Moody’s and (3) an issuer default rating of BBB+ or higher by Fitch Ratings, Inc. (or any successor entity), or (ii) whose obligations are supported by collateral, guarantees or letters of credit in a manner consistent with the then prevailing industry practice for similarly situated Persons from Persons that have the ratings described in clause (i) above.

“Acceptable Power Counterparty” shall mean (a) Reliant Energy Inc., Energy Future Holdings Corp. and each of their respective Affiliates, and (b) any Person who, at the time the applicable Eligible Commodity Hedging Agreement is entered into, (i) in the ordinary course purchases or sells power and (ii)(A) has a corporate rating of BBB- or higher by S&P and a corporate family rating of Baa3 or higher by Moody’s (or an equivalent rating by another nationally recognized statistical rating organization of similar standing if either of such ratings agencies is not then in the business of providing such ratings), or (B) whose obligations are supported by collateral, guarantees or letters of credit in a manner consistent with the then prevailing industry practice for similarly situated Persons from Persons that have the ratings described in clause (A) above.

“Act of Instructing Debtholders” shall mean, as to any matter at any time, and calculated in accordance with Section 2.6 and Section 7.22, (i) prior to the Discharge of Priority Lien Obligations, a direction in writing delivered to the Collateral Trustee by or with the written consent of the Priority Debt Representatives representing the holders of Priority Lien Debt constituting more than 50% of the sum of, (x) in respect of the enforcement of remedies or the protections of Liens on Collateral, (A) the aggregate outstanding amount of all Priority Lien Debt for Borrowed Money, (B) the face amount of any outstanding letters of credit issued under any Priority Lien Documents relating to Priority Lien Debt for Borrowed Money and (C) subject to Section 8.3, the aggregate Hedge Capacity Amount under Priority Lien Commodity Hedging Agreements to the extent constituting Priority Lien Obligations that are Capacity Commodity Hedging Agreements or (y) in respect of any act other than the enforcement of remedies or the protections of Liens on Collateral, (A) the aggregate outstanding amount of all Priority Lien Debt for Borrowed Money, (B) the aggregate unfunded commitments to extend credit which, when funded, would constitute Priority Lien Debt for Borrowed Money, (C) the face amount of all outstanding letters of credit issued under any Priority Lien Documents relating to Priority Lien Debt for Borrowed Money and (D) subject to Section 8.3, the aggregate Hedge Capacity Amount under Priority Lien Commodity Hedging Agreements to the extent constituting Priority Lien Obligations that are Capacity Commodity Hedging Agreements, and (ii) at any time after the Discharge of Priority Lien Obligations, a direction in writing delivered to the Collateral Trustee by or with the written consent of the Second Lien Debt Representatives representing the Required Second Lien Debtholders. For this purpose, subject however to the terms and conditions of Section 7.1(a)(ii), (iii) and (v), Secured Debt or unfunded commitments in respect thereof (whether pursuant to an Affiliated Credit Agreement or otherwise) registered in the name of, or beneficially owned or committed to by, a Borrower or any Affiliate of a Borrower will be deemed not to be outstanding or constitute unfunded commitments, as applicable, and neither a Borrower nor any such Affiliate shall be entitled to vote hereunder to direct the relevant Secured Debt Representative; provided that the foregoing restrictions shall not apply if the only Priority Lien  Debt outstanding at such time is in respect of an Affiliated Credit Agreement (including as a result of a Borrower or an Affiliate becoming the Priority Lien Secured Party in respect of any

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Priority Lien Debt that was not in respect of an Affiliated Credit Agreement at the time incurred).

“Actionable Default” shall mean (i) prior to the Discharge of Priority Lien DFBM Obligations, a Secured Debt Default under any Secured Debt Document evidencing Priority Lien DFBM Obligations; (ii) after the Discharge of Priority Lien DFBM Obligations and until the Discharge of Priority Lien Obligations, a Secured Debt Default under any Secured Debt Document evidencing Priority Lien Commodity Hedging Obligations; (iii) after the Discharge of Priority Lien Obligations and until the Discharge of Second Lien DFBM Obligations, (A) a Secured Debt Default under any Secured Debt Document evidencing Second Lien DFBM Obligations and (B) if the Borrowers and the other Obligors owe less than $10,000,000 in aggregate principal amount of Second Lien Debt for Borrowed Money, a Secured Debt Default under any Secured Debt Document evidencing Second Lien Commodity Hedging Obligations; and (iv) after the Discharge of Priority Lien Obligations and the Discharge of Second Lien DFBM Obligations, a Secured Debt Default under any Secured Debt Document evidencing Second Lien Commodity Hedging Obligations.

“Administrative Agent” shall have the meaning assigned to such term in the recitals.

“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the voting stock of a Person will be deemed to be control.  For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Affiliated Credit Agreement” shall mean any Credit Facility as to which 50% or more of the Indebtedness thereunder is registered in the name of, or beneficially owned by, a Borrower or any Affiliate of a Borrower. For the avoidance of doubt, as of the Restatement Date, the Existing Credit Agreement is an Affiliated Credit Agreement hereunder.

“Agreement” shall have the meaning assigned to such term in the preamble.

“Attributable Debt” in respect of a sale and leaseback transaction shall mean, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended.  Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

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“Available Baseload Capacity” shall mean, in respect of any calendar month and as of any date of determination, a MWh amount of electric power generation Capacity equal to (i) the aggregate annual MWh Capacity of the generating equipment of the Borrowers and their Subsidiaries (including the Borrowers’ and their Subsidiaries’ pro rata share of the capacity represented by minority investments in units) normally operated to serve loads on an around-the-clock basis for the calendar year in which such calendar month will occur divided by (ii) twelve.

“Bankruptcy Case” shall mean any case under Title 11 of the United States Code or any comparable federal, state or foreign law equivalent, or any successor bankruptcy law commenced voluntarily or involuntarily against any Borrower or any other Obligor.

“Board of Directors” shall mean (i) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (ii) with respect to a partnership, the Board of Directors of the general partner of the partnership, (iii) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or any manager thereof and (iv) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowers” shall have the meaning assigned to such term in the preamble.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which commercial banks in New York City are authorized or required by law to close.

“Capacity” shall mean nominal summer megawatt capacity of power generated as adjusted for the combined ownership position of the Borrowers and their Subsidiaries (including the Borrowers’ and their Subsidiaries’ pro rata share of the capacity represented by minority investments in units) and as tested in accordance with standard industry practices, but excluding capacity from inactive/mothballed units and net of internal/parasitic load.

“Capacity Commodity Hedging Agreement” shall mean a Commodity Hedging Agreement that is (i) a sale of Available Baseload Capacity and/or energy or the MWh equivalent of such a sale (including a financial hedge of such a sale), each as determined by the Company in the exercise of its reasonable judgment, (ii) a sale of Non-Baseload Capacity and/or energy or the MWh equivalent of such a sale (including a financial hedge of such a sale), each as determined by the Company in the exercise of its reasonable judgment, or (iii) any purchase of electric power generation capacity and/or energy or the MWh equivalent of such a purchase (including a financial hedge of such a purchase), each as determined by the Company in the exercise of its reasonable judgment that, in each case, has the effect of offsetting the economic and credit risks associated with any sale or the MWh equivalent of a sale covered by clause (i) or clause (ii) as determined by the Company in the exercise of its reasonable judgment.

“Capital Lease Obligation” shall mean, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

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“Capital Stock” shall mean (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“CERCLA” shall have the meaning assigned to such term in Section 5.14.

“Class” shall mean all Secured Parties having the same priority.  This Agreement includes two Classes of Secured Parties, the holders of Priority Lien Obligations and the holders of Second Lien Obligations.

“Collateral” shall mean, in the case of each Series of Secured Debt, all properties and assets of the Borrowers and each applicable Grantor, now owned or hereafter acquired, in which Liens have been granted or purported to be granted, or are required to be granted, to the Collateral Trustee under any of the Security Documents to secure all or any portion of the Obligations in respect of such Series of Secured Debt.

“Collateral Trust Joinder” shall mean (i) with respect to the provisions of this Agreement relating to any additional Secured Debt, an agreement substantially in the form of Exhibit A and (ii) with respect to the provisions of this Agreement relating to the addition of additional Obligors, an agreement substantially in the form of Exhibit B.

“Collateral Trustee” shall have the meaning assigned to such term in the preamble.

“Commodity Hedging Agreements” shall mean any agreement (including each confirmation entered into pursuant to any master agreement) providing for swaps, caps, collars, puts, calls, floors, futures, options, spots, forwards, power purchase or sale agreements, fuel purchase or sale agreements, emissions credit purchase or sales agreements, power transmission agreements, fuel transportation agreements, fuel storage agreements, netting agreements, commercial or trading agreements, weather derivatives agreements, each with respect to, or involving the purchase, transmission, distribution, sale, lease or hedge of, any energy, generation capacity or fuel, or any other energy or weather related commodity, service or risk, price or price indices for any such commodities, services or risks or any other similar derivative agreements, any renewable energy credits, carbon emission credits and any other “cap and trade” related credits, assets or attributes with an economic value and any other similar agreements, entered into by any Borrower or any Restricted Subsidiary (under and as defined in the Credit Agreement), in each case under this definition, in the ordinary course of business, or otherwise consistent with prudent industry practice in order to manage fluctuations in the price or availability to any Borrower or any Restricted Subsidiary (under and as defined in the Credit Agreement) of any commodity and/or manage the risk of adverse or unexpected weather conditions.

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“Commodity Hedging Obligations” shall mean, with respect to any specified Person, the obligations of such Person under a Commodity Hedging Agreement.

“Company” shall have the meaning assigned to such term in the preamble.

“GAI” shall have the meaning assigned to such term in the preamble.

“Credit Agreement” shall have the meaning assigned to such term in the recitals.

“Credit Agreement Guarantee” shall have the meaning assigned to such term in the recitals and shall also include any other guarantee of any Credit Agreement Obligations.

“Credit Agreement Obligations” shall mean Indebtedness under the Credit Agreement and all other Obligations arising under the Loan Documents (as defined in the Credit Agreement) or any analogous defined term in respect of any Refinancing thereof; provided that if the sum of (1) Indebtedness constituting principal outstanding (other than principal resulting from the capitalization of interest from time to time, if any, which shall not count against Credit Agreement Cap (as defined below)) under the Credit Agreement plus (2) the aggregate face amount of any letters of credit issued and outstanding under the Credit Agreement (whether or not drawn, but without duplication of any amounts included in clause (1)) exceeds the greater of (x) $550,000,000 and (y) the maximum amount of Indebtedness under Credit Facilities (as defined in the Indenture) then permitted to be secured by the Indenture (such greater amount, the “Credit Agreement Cap” and all Indebtedness under the Credit Agreement and all other Obligations (including the aggregate face amount of letters of credit issued and outstanding under the Credit Agreement) arising under the Loan Documents (as defined in the Credit Agreement) or any analogous defined term in respect of any Refinancing thereof in excess of the Credit Agreement Cap, the “Excess Credit Agreement Obligations”), then only that portion of the principal amount of such Indebtedness and such aggregate face amount of letters of credit (on a pro rata basis based on the aggregate outstanding principal amount of such Indebtedness and face amount of letters of credit) equal to the Credit Agreement Cap shall be included in the Credit Agreement Obligations and interest and reimbursement obligations with respect to such Indebtedness and letters of credit shall only constitute Credit Agreement Obligations to the extent related to Indebtedness and face amounts of letters of credit included in the Credit Agreement Obligations.

“Credit Facilities” shall mean (i) one or more debt facilities (including the debt facilities provided under the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders or financial institutions providing for revolving credit loans, term loans, credit-linked deposits (or similar deposits), receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit and (ii) debt securities sold to institutional investors, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Designated Collateral” shall have the meaning assigned to such term in Section 2.6.

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“Designated Obligations” shall have the meaning assigned to such term in Section 2.6.

“Discharge of Credit Agreement Obligations” shall mean the occurrence of all of the following: (i) termination or expiration of all commitments to extend credit that would constitute Credit Agreement Obligations; (ii) payment in full in cash and discharge of the principal of and interest and premium (if any) on all Obligations constituting Credit Agreement Obligations (other than any undrawn letters of credit); (iii) termination or cash collateralization (at 103% of the aggregate undrawn amount or such lesser amount as otherwise required or permitted by the applicable Secured Debt Document) of all outstanding letters of credit constituting Credit Agreement Obligations; (iv) return in full in cash of any deposits made by lenders under the Credit Agreement to reimburse drawings on letters of credit issued under the Credit Agreement to the applicable lenders; and (v) payment in full in cash and discharge of all other Obligations constituting Credit Agreement Obligations that are outstanding and unpaid at the time the Indebtedness under the Credit Agreement is paid in full in cash and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).  If at any time any payment or distribution in respect of any of the Credit Agreement Obligations described above is rescinded or must otherwise be returned in an Insolvency Proceeding or Bankruptcy Case or otherwise (whether by demand, settlement, litigation or otherwise), then only with respect to all actions and events subsequent to such rescission or return (including any Act of Instructing Debtholders or Actionable Default subsequent to such rescission or return) a Discharge of Credit Agreement Obligations shall not be deemed to have occurred.

“Discharge of Second Lien DFBM Obligations” shall mean the occurrence of all of the following: (i) termination or expiration of all commitments to extend credit that would constitute Second Lien Debt for Borrowed Money; (ii) payment in full in cash and discharge of the principal of and interest and premium (if any) on all Second Lien Debt for Borrowed Money (other than any undrawn letters of credit); (iii) termination or cash collateralization (at 103% of the aggregate undrawn amount or such lesser amount as otherwise required or permitted by the applicable Secured Debt Document) of all outstanding letters of credit constituting Second Lien Debt for Borrowed Money; (iv) return in full in cash of any deposit made by any holder of Second Lien Debt to reimburse drawings on letters of credit issued under the Second Lien Documents relating to such Second Lien Debt and that constitutes Second Lien Debt for Borrowed Money to the applicable lenders; and (v) payment in full in cash and discharge of all other Second Lien DFBM Obligations that are outstanding and unpaid at the time the Second Lien Debt for Borrowed Money is paid in full in cash and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

“Discharge of Second Lien Obligations” shall mean the occurrence of all of the following:  (i) Discharge of Second Lien DFBM Obligations and (ii) payment in full in cash and discharge of other all Second Lien Obligations (including Commodity Hedging Obligations) that are outstanding and unpaid at the time the Second Lien Debt is paid in full in cash and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements,

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damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

“Discharge of Priority Lien DFBM Obligations” shall mean the occurrence of all of the following: (i)  termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt for Borrowed Money; (ii) payment in full in cash and discharge of the principal of and interest and premium (if any) on all Priority Lien Debt for Borrowed Money (other than any undrawn letters of credit); (iii) termination or cash collateralization (at 103% of the aggregate undrawn amount or such lesser amount as otherwise required or permitted by the applicable Secured Debt Document) of all outstanding letters of credit constituting Priority Lien Debt for Borrowed Money; (iv) return in full in cash of any deposits made by lenders of Priority Lien Debt for Borrowed Money to reimburse drawings on letters of credit issued under the Priority Lien Documents relating to such Priority Lien Debt for Borrowed Money that constitute Priority Lien Debt for Borrowed Money to the applicable lenders; and (v) payment in full in cash and discharge of all other Priority Lien DFBM Obligations that are outstanding and unpaid at the time the Priority Lien Debt for Borrowed Money is paid in full in cash and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).  If at any time any payment or distribution in respect of any of the Priority Lien DFBM Obligations described above is rescinded or must otherwise be returned in an Insolvency Proceeding or Bankruptcy Case or otherwise (whether by demand, settlement, litigation or otherwise), then only with respect to all actions and events subsequent to such rescission or return (including any Act of Instructing Debtholders or Actionable Default subsequent to such rescission or return) a Discharge of Priority Lien DFBM Obligations shall not be deemed to have occurred.

“Discharge of Priority Lien Obligations” shall mean the occurrence of all of the following: (i) termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt; (ii) payment in full in cash and discharge of the principal of and interest and premium (if any) on all Priority Lien Debt for Borrowed Money (other than any undrawn letters of credit); (iii) termination or cash collateralization (at 103% of the aggregate undrawn amount or such lesser amount as otherwise required or permitted by the applicable Secured Debt Document) of all outstanding letters of credit constituting Priority Lien Debt; (iv) return in full in cash of any deposits made by lenders of Priority Lien Debt to reimburse drawings on letters of credit issued under the Priority Lien Documents relating to such Priority Lien Debt that constitute Priority Lien Debt to the applicable lenders; and (v) payment in full in cash and discharge of all other Priority Lien Obligations (including Priority Lien Commodity Hedging Obligations and Priority Lien Interest Rate/Currency Hedging Obligations constituting Priority Lien Obligations) that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).  If at any time any payment or distribution in respect of any of the Priority Lien Obligations described above is rescinded or must otherwise be returned in an Insolvency Proceeding or Bankruptcy Case or otherwise (whether by demand, settlement, litigation or otherwise), then only with respect to all actions and events subsequent to such rescission or return (including any Act of Instructing Debtholders or Actionable Default subsequent to such rescission or return) a Discharge of Priority Lien Obligations shall not be deemed to have occurred.

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“Eligible Commodity Hedging Agreement” shall mean any Commodity Hedging Agreement entered into by any Grantor with an Eligible Commodity Hedging Counterparty from time to time in order to manage fluctuations in the price or availability to any Borrower or any Restricted Subsidiary (under and as defined in the Credit Agreement) of any commodity, which, individually or together with other Commodity Hedging Agreements (other than Commodity Hedging Agreements that are either unsecured, are supported by letters of credit or Guarantees (but not secured by all or substantially all of the assets of any Grantor) or constitute Second Lien Obligations) entered into or being entered into with such counterparty or its affiliates, is structured such that the net mark-to-market credit exposure of (a) the counterparties to such Commodity Hedging Agreements (taken as a whole) to (b) a Borrower or any other Grantor, is positively correlated with the price of the relevant commodity or positively correlated with changes in the relevant spark spread.

“Eligible Commodity Hedging Counterparty” shall mean a counterparty to an Eligible Commodity Hedging Agreement that, at the time the relevant Eligible Commodity Hedging Agreement is entered into, is either an Acceptable Power Counterparty or an Acceptable Financial Counterparty.

“Environmental Laws” shall mean all former, current and future Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances and codes, and legally binding decrees, judgments, directives and orders (including consent orders), in each case, relating to protection of the environment, natural resources, occupational health and safety, climate change or the presence, Release of, or exposure to, Hazardous Materials, substances or wastes, or the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials, substances or wastes.

“Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (i) non-compliance with any Environmental Law, (ii) the generation, manufacture, processing, distribution, recycling, use, handling, transportation, storage, treatment or disposal of, or the arrangement of such activities with respect to, any Hazardous Materials, (iii) exposure to any Hazardous Materials, (iv) the Release of any Hazardous Materials at or from any location or (v) any contract or agreement pursuant to which liability is assumed, imposed or covered by an indemnity with respect to any of the foregoing.

“Equally and Ratably” shall mean, in reference to sharing of Liens or proceeds thereof as among the Secured Parties of the same Class as of any time of determination, that such Liens or proceeds:

(i)   would, if discharge of such Obligations (other than indemnification and other contingent obligations not yet due and payable) were required as of such time, be allocated and distributed first to each Secured Debt Representative for each outstanding Series of Secured Debt within that Class, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of (and any deposits

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made by holders of such Series of Secured Debt to reimburse drawings on letters of credit issued under the Secured Debt Documents relating to such Series of Secured Debt under any Credit Facility) and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on, and the Hedge Outstanding Amount with respect to, each outstanding Series of Secured Debt within that Class as of such time, and thereafter

(ii)   would, if discharge of such Obligations (other than indemnification and other contingent obligations not yet due and payable) were required as of such time, be allocated and distributed (if any remain after payment in full in cash of all of the principal of (and any deposits made by any holder of any Series of Secured Debt to reimburse drawings on letters of credit issued under the Secured Debt Documents relating to such Series of Secured Debt under any Credit Facility) and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on, and the Hedge Outstanding Amount with respect to, all outstanding Secured Obligations within that Class) to each Secured Debt Representative for each outstanding series of Secured Obligations within that Class, for the account of the holders of any remaining Secured Obligations within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Secured Obligations within that Class due and demanded (with written notice to the applicable Secured Debt Representative and the Collateral Trustee) prior to the date such distribution is made.

It is understood and agreed that (1) Liens and proceeds will not be shared Equally and Ratably between different Classes, (2) to the extent only a portion of any Obligations are secured by any Collateral, such proceeds will only be allocated and distributed Equally and Ratably in respect of the portion of the Obligations so secured and (3) that the foregoing provisions are subject to the provisions of Section 2.6.

“Equity Interests” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Existing Collateral Trust Agreement” shall have the meaning assigned to such term in the recitals.

“Existing Credit Agreement” as so amended shall have the meaning assigned to such term in the recitals.

“GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided, however, that if any operating lease would be recharacterized as a capital lease due to changes in the accounting treatment of such operating lease under GAAP since the Restatement Date, then

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solely with respect to the accounting treatment of any such leases, GAAP shall be interpreted as it was in effect on the Restatement Date.

“Grantors” shall mean each of the Borrowers and, initially, in the case of any Series of Secured Debt, each Subsidiary party hereto that, pursuant to the terms of the applicable Secured Debt Document, has provided a Guarantee and has granted a Lien in respect of the Secured Obligations evidenced by such Series of Secured Debt and shall include any future Subsidiary required by the terms of any Secured Debt Document to become a guarantor of the Secured Obligations evidenced thereby and a grantor of Collateral therefor, and any successor of the foregoing.

“Guarantee” shall mean a guarantee, other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner, including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Hazardous Materials” shall mean (i) any petroleum products or byproducts, coal ash, coal combustion by-products or waste, boiler slag, scrubber residue, flue desulfurization material, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radioactive materials, radioactive waste or radioactive byproducts, chlorofluorocarbons and all other ozone-depleting substances and (ii) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

“Hedge Capacity Amount” shall mean (i) in respect of any Priority Lien Commodity Hedging Agreement or Second Lien Commodity Hedging Agreement that is a sale or purchase of Available Baseload Capacity or Non-Baseload Capacity, an amount equal to the product of the aggregate amount of MWh sold or purchased, as applicable, thereunder on a physical basis and the contract price(s) for such sale or purchase, as applicable, and (ii) in respect of any Priority Lien Commodity Hedging Agreement or Second Lien Commodity Hedging Agreement that is the MWh equivalent of a sale or purchase of Available Baseload Capacity or Non-Baseload Capacity (including a financial hedge of such a sale or purchase), (x) the United States dollar amount designated as the “Hedge Capacity Amount” in the confirmation of such Priority Lien Commodity Hedging Agreement or Second Lien Commodity Hedging Agreement, as the case may be, or (y) in the absence of any such designation, an amount equal to the product of the maximum aggregate MWh equivalent notional amount of such Priority Lien Commodity Hedging Agreement or Second Lien Commodity Hedging Agreement, as the case may be, and the fixed price(s) for such agreement; provided, however, that to the extent a Priority Lien Commodity Hedging Agreement or Second Lien Commodity Hedging Agreement offsets (in whole or in part) the economic and credit risks associated with another Priority Lien Commodity Hedging Agreement or Second Lien Commodity Hedging Agreement, as the case may be, with the same counterparty within the meaning of clause (iii) of the “Capacity Commodity Hedging Agreement” definition, the Hedge Capacity Amount of both such Priority Lien Commodity Hedging Agreements or Second Lien Commodity Hedging Agreements, as the case may be, shall be zero to the extent of such offset.

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“Hedge Provider” means the counterparty to a Borrower or any other Obligor under any Hedging Agreement.

“Hedge Outstanding Amount” shall mean, as of any time, with respect to any Hedging Agreement, the amount that would be payable by any Borrower or any other Obligor under such Hedging Agreement if such Hedging Agreement were terminated as the result of an event of default with respect to any Borrower or any other Obligor under such Hedging Agreement on the Business Day prior to the date of such determination or, if such Hedging Agreement was previously terminated, the termination amount which remains unpaid by any Borrower or any other Obligor as of the date of such termination.  For the avoidance of doubt, any calculation of a Hedge Outstanding Amount in respect of a Commodity Hedging Agreement involving the purchase of fuel or the sale of power shall include, without limitation, consideration of the contractual value of any fuel or power, as applicable, which has been delivered on or before the date of the relevant calculation, but for which payment has not been made by the buyer of such fuel or power.

“Hedging Agreement” shall mean any agreement of the type described in clause (i), (ii), (iii) or (iv) of the definition of “Hedging Obligations,” including Commodity Hedging Agreements and Interest Rate/Currency Hedging Agreements.

“Hedging Obligations” shall mean, with respect to the Borrowers and the other Obligors, the Obligations and any other obligations under (i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements, (ii) other agreements or arrangements designed to manage interest rates or interest rate risk, (iii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates and (iv) agreements (including each confirmation entered into pursuant to any master agreement) providing for swaps, caps, collars, puts, calls, floors, futures, options, spots, forwards, power purchase or sale agreements, fuel purchase or sale agreements, emissions credit purchase or sales agreements, power transmission agreements, fuel transportation agreements, fuel storage agreements, netting agreements, commercial or trading agreements, weather derivatives agreements, each with respect to, or involving the purchase, transmission, distribution, sale, lease or hedge of, any energy, generation capacity or fuel, or any other energy or weather related commodity, service or risk, price or price indices for any such commodities, services or risks or any other similar derivative agreements, any renewable energy credits, carbon emission credits and any other “cap and trade” related credits, assets or attributes with an economic value and any other similar agreements, in each case under clauses (i), (ii), (iii) and (iv), entered into by such Person, including Commodity Hedging Obligations and Interest Rate/Currency Hedging Obligations.

“Indebtedness” shall mean, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables except as provided in clause (v) below), whether or not contingent (i) in respect of borrowed money; (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (iii) in respect of banker’s acceptances; (iv) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions; (v) representing the balance deferred and unpaid of the purchase price of any property (including trade payables) or services due more than six months after such property is acquired or such services are

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completed; or (vi) representing the net amount owing under any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.  In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person; provided that, in the case of clause (x), the amount of such Indebtedness shall be deemed not to exceed the lesser of the amount secured by such Lien and the value of the Person’s property securing such Lien.

“Indemnified Liabilities” shall mean any and all liabilities (including all Environmental Liabilities), obligations, losses, damages, penalties, fines, settlements, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other Security Documents, including any of the foregoing relating to the use of proceeds of any Secured Debt or the violation of, noncompliance with or liability under, any law (including Environmental Laws) applicable to or enforceable against any Borrower or any of their subsidiaries or any of the Collateral and all reasonable costs and expenses (including reasonable fees and expenses of legal counsel selected by the Indemnitee) incurred by any Indemnitee in connection with any claim, action, investigation or proceeding in any respect relating to any of the foregoing, whether or not suit is brought.

“Indemnitee” shall have the meaning assigned to such term in Section 7.8(a).

“Indenture” shall have the meaning assigned to such term in the recitals.

“Insolvency Proceeding” shall mean:

(i)   any proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of a Borrower or any other Obligor, any receivership or assignment for the benefit of creditors relating to a Borrower or any other Obligor or any similar case or proceeding relative to a Borrower or any other Obligor or its creditors, as such, in each case whether or not voluntary;

(ii)   any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to a Borrower or any other Obligor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(iii)   any other proceeding of any type or nature in which substantially all claims of creditors of a Borrower or any other Obligor are determined and any payment or distribution is or may be made on account of such claims.

“Interest Rate/Currency Hedging Agreement” shall mean any agreement of the type described in clause (i), (ii) or (iii) of the definition of “Interest Rate/Currency Hedging Obligations,” in each case, entered into by any Borrower or any other Obligor in the ordinary course of business and not for speculative purposes.

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“Interest Rate/Currency Hedging Obligations” shall mean, with respect to the Borrowers and the other Obligors, the Obligations and any other obligations under (i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements, (ii) other agreements or arrangements designed to manage interest rates or interest rate risk and (iii) other agreements or arrangements designed to protect any Borrower or any other Obligor against fluctuations in currency exchange rates, in each case under clauses (i), (ii) and (iii), entered into by any Borrower or any other Obligor in the ordinary course of business and not for speculative purposes.

“Junior Trust Estate” shall have the meaning assigned to such term in Section 2.2.

“Lien” shall mean, with respect to any asset, (i) any mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation, encumbrance, restriction, collateral assignment, charge or security interest in, on or of such asset; (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; and (iii) in the case of Equity Interests or debt securities, any purchase option, call or similar right of a third party with respect to such Equity Interests or debt securities.  For the avoidance of doubt, “Lien” shall not be deemed to include licenses of intellectual property.

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor entity.

“MW” shall mean one megawatt of electric energy.

“MWh” shall mean MW hours.

“Non-Baseload Capacity” shall mean, in respect of any calendar month and as of any date of determination, an amount of electric power generation capacity equal to (i) the aggregate annual MW Capacity of all generating equipment of the Borrowers and their Subsidiaries for the calendar year in which such calendar month will occur, divided by twelve, minus (ii) the Available Baseload Capacity for the relevant calendar month.

“Notes” shall have the meaning assigned to such term in the recitals.

“Notes Obligations” shall mean Indebtedness in respect of the Notes and all other Obligations in respect thereof.

“Notice of Actionable Default” shall mean a written notice given to the Collateral Trustee stating that an Actionable Default has occurred and is continuing, delivered by (i) prior to the Discharge of Priority Lien DFBM Obligations, the Secured Debt Representative for the holders of Priority Lien DFBM Obligations that are governed by the Secured Debt Document pursuant to which such Actionable Default has occurred, (ii) following the Discharge of Priority Lien DFBM Obligations and until the Discharge of Priority Lien Obligations, the Secured Debt Representative for the holders of Priority Lien Commodity Hedging Obligations that are governed by the Secured Debt Document pursuant to which such Actionable Default has occurred, (iii) following the Discharge of Priority Lien Obligations and until the Discharge of Second Lien DFBM Obligations, (A) the Secured Debt Representative for the holders of Second

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Lien DFBM Obligations that are governed by the Secured Debt Document pursuant to which such Actionable Default has occurred and (B) if the Borrowers and the other Obligors owe less than $10,000,000 in aggregate principal amount of Second Lien Debt for Borrowed Money, the Secured Debt Representative for the holders of Second Lien Commodity Hedging Obligations that are governed by the Secured Debt Document pursuant to which such Actionable Default has occurred and (iv) following the Discharge of Priority Lien Obligations and the Discharge of Second Lien DFBM Obligations, the Secured Debt Representative for the holders of Second Lien Commodity Hedging Obligations that are governed by the Secured Debt Document pursuant to which such Actionable Default has occurred.

“Obligations” shall mean any principal (including reimbursement obligations with respect to letters of credit whether or not any drawing has been made thereon and including, in the case of any Credit Facility, any obligations to return deposits made by any holder of Secured Debt to reimburse drawings on letters of credit issued under the Secured Debt Documents relating to such Secured Debt), interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the loans or notes and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Hedging Agreement or other Indebtedness.

“Obligor” shall mean each of the Borrowers and each of the other Grantors.

“Officers’ Certificate” means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed by two officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer, assistant treasurer, secretary, vice president or the principal accounting officer of the Company, including:

(a)a statement that the Person making such certificate has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

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“Person” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Priority Debt Representative” shall mean (i) in the case of the Credit Agreement (and any Hedging Agreements (other than any Priority Lien Commodity Hedging Agreement and any other Hedging Agreement in respect of which the Priority Debt Representative is designated pursuant to clause (iii) below) that are permitted to be incurred by the terms of each Secured Debt Document and are permitted by the terms of the Priority Lien Documents relating to the Credit Agreement or, if the Credit Agreement is not in effect at the time such Hedging Agreement is entered into, such other Credit Facilities to be secured Equally and Ratably with the Priority Lien Obligations thereunder), the Administrative Agent; (ii) in the case of the Notes, the Trustee; or (iii) in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt or the counterparty, in each case, who is appointed as a Priority Debt Representative (for purposes related to the administration of the applicable security documents) pursuant to the credit agreement, indenture or other agreement governing such Series of Priority Lien Debt, and who has executed a Collateral Trust Joinder.

“Priority Lien” shall mean a Lien granted by a Security Document to the Collateral Trustee, for the benefit of the Priority Lien Secured Parties, upon any property of any Borrower or any other Obligor to secure all or a portion of any Priority Lien Obligations.

“Priority Lien Commodity Hedging Agreement” shall mean any Eligible Commodity Hedging Agreement, the Hedging Obligations under which constitute Priority Lien Debt.

“Priority Lien Commodity Hedging Obligations” shall mean the Hedging Obligations constituting Priority Lien Obligations under Priority Lien Commodity Hedging Agreements, including the Hedge Outstanding Amount in respect thereof to the extent constituting Priority Lien Obligations.

“Priority Lien Debt” shall mean (i) the Indebtedness under the Credit Agreement constituting Credit Agreement Obligations (including, for the avoidance of doubt, any amendment or restatement thereof and Refinancing thereof if the agreement that Refinances the Credit Agreement has been designated as the Credit Agreement in accordance with Section 3.8 hereof), (ii) the Indebtedness under the Notes constituting Notes Obligations (including any related exchange notes) and (iii) Indebtedness under, together with any deposit made by any holder of Priority Lien Debt to reimburse drawings on letters of credit issued under the Priority Lien Documents relating to such Priority Lien Debt made pursuant to, any Credit Facility and any Hedging Obligations under any Interest Rate/Currency Hedging Agreements or any Eligible Commodity Hedging Agreements, in each case under this clause (iii), that is designated by the Company pursuant to (and in accordance with) Section 3.8(b) as “Priority Lien Debt” to be secured Equally and Ratably with the Indebtedness under the Credit Agreement (if still in effect), the Notes (if then outstanding), and any other Priority Lien Debt, but only if, (x) such Indebtedness was permitted to be incurred and so secured under each Priority Lien Document then outstanding and (y) all requirements set forth in this Agreement as to the confirmation, grant

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or perfection of the Liens granted to the Collateral Trustee, for the benefit of the Secured Parties, to secure such Indebtedness or Obligations in respect thereof are satisfied. Notwithstanding anything in this Agreement to the contrary (other than the definition of “Acceptable Financial Counterparty” and “Acceptable Power Counterparty”), it is agreed that any Hedging Obligations under any Eligible Commodity Hedging Agreements shall only constitute “Priority Lien Debt” and/or “Priority Lien Obligations” hereunder for so long as the applicable Commodity Hedging Agreement shall continue to constitute an “Eligible Commodity Hedging Agreement” as defined herein and, in the event that the foregoing requirements shall not be satisfied at any time, the Hedging Obligations under such applicable Commodity Hedging Agreement shall automatically cease to be “Priority Lien Debt” and/or “Priority Lien Obligations” for all purposes hereunder without any action by any Person (and the satisfaction of such requirements and the other provisions of this definition shall be conclusively established, for purposes of entitling the holders of such Indebtedness to share Equally and Ratably with the other holders of Priority Lien Debt (if any) in the benefits and proceeds of the Collateral Trustee’s Liens on the Collateral, if the Company delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is Priority Lien Debt, together with evidence (including any board resolutions, written consents and incumbency certificates that may be reasonably required) reasonably satisfactory to the Collateral Trustee that such Officers’ Certificate has been duly authorized by the Board of Directors of the Company and has been duly executed and delivered, and the holders of such Indebtedness and Obligations in respect thereof will be entitled to rely conclusively thereon).

“Priority Lien Debt for Borrowed Money” shall mean all Priority Lien Debt other than Priority Lien Commodity Hedging Obligations and Priority Lien Interest Rate/Currency Hedging Obligations.

“Priority Lien DFBM Obligations” shall mean all Priority Lien Obligations other than Priority Lien Commodity Hedging Obligations and Priority Lien Interest Rate/Currency Hedging Obligations.

“Priority Lien Documents” shall mean, collectively, the Credit Agreement, the Indenture, the Priority Lien Security Documents and any other credit agreement, indenture or other agreement governing or securing any other Priority Lien Debt pursuant to which such Priority Lien Debt is incurred.

“Priority Lien Interest Rate/Currency Hedging Obligations” shall mean the Hedging Obligations under any Interest Rate/Currency Hedging Agreement which constitute Priority Lien Debt, including the Hedge Outstanding Amount in respect thereof.

“Priority Lien Obligations” shall mean the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt, including all guarantees of any of the foregoing, and includes, in the case of the Indenture, the Credit Agreement and any other Credit Facility the Indebtedness under which constitutes Priority Lien Debt, any obligations in respect of Hedging Agreements that are permitted to be incurred by the terms of the Priority Lien Documents relating to the Indenture, the Credit Agreement or, if the Credit Agreement is not in effect at the time such Hedging Agreement is entered into, such other Credit Facilities, and are permitted by the terms of the Priority Lien Documents relating to the Indenture, the Credit Agreement or, if

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the Credit Agreement is not in effect at the time such Hedging Agreement is entered into, such other Credit Facilities to be secured Equally and Ratably with the Priority Lien Obligations thereunder, whether or not such Hedging Agreements relate to Indebtedness under the Indenture, the Credit Agreement or any other Credit Facility.

“Priority Lien Secured Parties” shall mean the holders of Priority Lien Obligations and any Priority Debt Representatives.

“Priority Lien Security Documents” shall mean this Agreement, all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by a Borrower or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of any of the Priority Lien Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 7.1.

“Recovery” shall have the meaning assigned to such term in Section 2.4(e).

“Reference Date” shall have the meaning assigned to such term in Section 3.8(d).

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other Indebtedness in exchange or replacement for, such Indebtedness in whole or in part and regardless of whether the principal amount of such Refinancing Indebtedness is the same, greater than or less than the principal amount of the Refinanced Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Release” shall mean any release, spill, emission, leaking, pumping, injection, pouring, emptying, deposit, disposal, discharge, dispersal, dumping, escaping, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Required Second Lien Debtholders” shall mean, at any time in respect of any action or matter, and calculated in accordance with Section 2.6 and Section 7.22, holders of more than 50% of the sum of (i) the aggregate outstanding principal amount of Second Lien Debt for Borrowed Money (including the face amount of outstanding letters of credit (unless cash collateralized)); (ii) subject to Section 8.2, the aggregate Hedge Capacity Amount under Second Lien Commodity Hedging Agreements that are Capacity Commodity Hedging Agreements; and (iii) other than in connection with the enforcement of remedies or the protection of Liens on the Collateral, the aggregate unfunded commitments to extend credit which, when funded, would constitute Second Lien Debt for Borrowed Money. For this purpose, Second Lien Debt or unfunded commitments in respect thereof (whether pursuant to an Affiliated Credit Agreement or otherwise) registered in the name of, or beneficially owned or committed to by, a Borrower or any Affiliate of a Borrower will be deemed not to be outstanding or constitute unfunded commitments, as applicable, and neither a Borrower nor any such Affiliate shall be entitled to vote hereunder to direct the relevant Second Lien Debt Representative; provided that the foregoing restriction shall not apply if the only Second Lien Debt that is Second Lien Debt for

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borrowed money outstanding at such time is in respect of an Affiliated Credit Agreement (including as a result of a Borrower or an Affiliate becoming the Second Lien Secured Party in respect of any Second Lien Debt that is Second Lien Debt for borrowed money that was not in respect of an Affiliated Credit Agreement at the time incurred).

“Responsible Officer” shall mean, with respect to the Collateral Trustee or any Secured Debt Representative, any officer of the Collateral Trustee or such Secured Debt Representative, as the case may be, including any managing director, director, vice president, assistant vice president, associate, trust officer or any other officer of the Collateral Trustee or such Secured Debt Representative, as the case may be, who customarily performs functions similar to those performed by the individuals who at the time shall be such officers, respectively, or to whom any matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

“Restatement Date” shall mean [     ], 2017.

“S&P” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or any successor entity.

“Second Lien Debt Representative” shall mean (i) in the case of any Series of Second Lien Debt under a Second Lien Commodity Hedging Agreement, the counterparty to such Second Lien Commodity Hedging Agreement (who shall have executed a Collateral Trust Joinder) and (ii) in the case of any other Series of Second Lien Debt, the trustee, agent or representative of the holders of such Series of Second Lien Debt who maintains the transfer register for such Series of Second Lien Debt or the counterparty, in each case, who is appointed as a Second Lien Debt Representative (for purposes related to the administration of the applicable security documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Second Lien Debt, and who has executed a Collateral Trust Joinder.

“Second Lien” shall mean a Lien granted by a Security Document to the Collateral Trustee, for the benefit of the Second Lien Secured Parties, upon any property of any Borrower or any other Obligor to secure all or a portion of any Second Lien Obligations.

“Second Lien Commodity Hedging Agreement” shall mean any Capacity Commodity Hedging Agreement, the Hedging Obligations under which constitute Second Lien Debt.

“Second Lien Commodity Hedging Obligations” shall mean the Hedging Obligations under Second Lien Commodity Hedging Agreements, including the Hedge Outstanding Amount in respect thereof.

“Second Lien Debt” shall mean (i) the Excess Credit Agreement Obligations, if any, plus (ii) any Indebtedness (including Hedging Obligations and any deposits made by any holder of Second Lien Debt to reimburse drawings on letters of credit issued under the Second Lien Documents relating to such Second Lien Debt) that is designated by the Company pursuant to (and in accordance with) Section 3.8(b) as “Second Lien Debt” to be secured Equally and

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Ratably with any outstanding Second Lien Debt then in effect; provided that (with respect to clause (ii) only):

(A) such Indebtedness was permitted to be incurred and so secured under each Secured Debt Document then outstanding; and

(B)  all requirements set forth in this Agreement as to the confirmation, grant or perfection of the Liens granted to the Collateral Trustee, for the benefit of the Secured Parties, to secure such Indebtedness or Obligations in respect thereof are satisfied;

(and the satisfaction of such requirements and the other provisions of this definition shall be conclusively established, for purposes of entitling the holders of such Indebtedness to share Equally and Ratably with the other holders of Second Lien Debt (if any) in the benefits and proceeds of the Collateral Trustee’s Liens on the Collateral, if the Company delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is Second Lien Debt, together with evidence (including any board resolutions, written consents and incumbency certificates that may be reasonably required) reasonably satisfactory to the Collateral Trustee that such Officers’ Certificate has been duly authorized by the Board of Directors of the Company and has been duly executed and delivered, and the holders of such Indebtedness and Obligations in respect thereof will be entitled to rely conclusively thereon).

“Second Lien Debt for Borrowed Money” shall mean all Second Lien Debt other than Second Lien Commodity Hedging Obligations.

“Second Lien DFBM Obligations” shall mean all Second Lien Obligations other than Second Lien Commodity Hedging Obligations.

“Second Lien Documents” shall mean, collectively, the indenture, credit agreement, Hedging Agreement or other agreement governing or securing each Series of Second Lien Debt and all agreements binding on any Obligor related thereto, including the Second Lien Security Documents.

“Second Lien Obligations” shall mean Second Lien Debt and all other Obligations in respect thereof, including all guarantees of any of the foregoing.

“Second Lien Secured Parties” shall mean the holders of Second Lien Obligations and any Second Lien Debt Representatives.

“Second Lien Security Documents” shall mean this Agreement, all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by a Borrower or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of any of the Second Lien Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 7.1.

“Secured Debt” shall mean Second Lien Debt and Priority Lien Debt.

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“Secured Debt Default” shall mean any event or condition which, under the terms of any credit agreement (including the Credit Agreement), indenture, Commodity Hedging Agreement or other agreement governing any Series of Secured Debt causes, or permits holders of Secured Debt outstanding thereunder (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause, the Secured Debt outstanding thereunder to become immediately due and payable.

“Secured Debt Documents” shall mean the Second Lien Documents and the Priority Lien Documents.

“Secured Debt Representative” shall mean each Second Lien Debt Representative and each Priority Debt Representative.

“Secured Debtholder” shall mean, as of any time of determination, a Person which as of such time is the holder of any Secured Debt (including any deposit made by any holder of Secured Debt to reimburse drawings on letters of credit issued under the Secured Debt Documents relating to such Secured Debt) or has any commitment with respect to any Secured Debt or the issuance of any letters of credit under any Secured Debt Document or the making of any loans under any Secured Debt Document; provided, however, that such Person shall be deemed a Secured Debtholder only with respect to, and to the extent of, such Secured Debt.

“Secured Obligations” shall mean the Second Lien Obligations and the Priority Lien Obligations.

“Secured Parties” shall mean the Second Lien Secured Parties and the Priority Lien Secured Parties.

“Security Documents” shall mean the Priority Lien Security Documents and the Second Lien Security Documents.

“Senior Trust Estate” shall have the meaning assigned to such term in Section 2.1.

“Series of Second Lien Debt” shall mean, severally, (i) each issue or series of Second Lien Debt for which a single transfer register is maintained and (ii) the Obligations under each Second Lien Commodity Hedging Agreement; provided, however, that Obligations accrued under transactions governed by one ISDA Master Agreement or other similar agreement shall be deemed to constitute one Series of Second Lien Debt, regardless of the number of confirmations issued thereunder.

“Series of Priority Lien Debt” shall mean, severally, (i) the extensions of credit under the Credit Agreement, (ii) the Indebtedness under the Notes, (iii) each other issue or series of Priority Lien Debt for which a single transfer register is maintained and (iv) to the extent constituting Priority Lien Obligations, the Priority Lien Interest Rate/Currency Hedging Obligations and the Obligations under each Priority Lien Commodity Hedging Agreement, (provided that Obligations accrued under transactions governed by one ISDA Master Agreement or other similar agreement shall be deemed to constitute one Series of Priority Lien Debt, regardless of the number of confirmations issued thereunder), and shall include, in the case of the Indenture, the Credit Agreement and any other Credit Facility the Indebtedness which constitutes

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Priority Lien Debt, but solely to the extent designated as Priority Lien Obligations pursuant to Section 3.8 hereof, obligations in respect of Hedging Agreements (other than any Priority Lien Commodity Hedging Agreements) that are permitted to be incurred by the terms of the Priority Lien Documents relating to the Indenture, the Credit Agreement (or, if the Credit Agreement is not in effect at the time such Hedging Agreement is entered into, such other Credit Facilities) and each other document governing any Series of Priority Lien Debt for Borrowed Money, and are permitted thereunder to be secured Equally and Ratably with the Priority Lien Obligations thereunder.

“Series of Secured Debt” shall mean, severally, each Series of Second Lien Debt and each Series of Priority Lien Debt.

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” shall mean any subsidiary (direct or indirect) of the Company or GAI, as the context requires.

“Trust Estates” shall have the meaning assigned to such term in Section 2.2.

“Trustee” shall have the meaning assigned to such term in the preamble.

“UCC” shall mean the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

“Unsecured Obligations” shall have the meaning assigned to such term in Section 2.6.

(b)All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein shall have the meanings therein set forth.

SECTION 1.2Rules of Interpretation.

(a)Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

(b)Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(c)Unless otherwise indicated, any reference to any agreement or instrument shall be deemed to include a reference to such agreement or instrument as assigned, amended, restated, amended and restated, supplemented, otherwise modified, refinanced or replaced from time to time in accordance with the terms of this Agreement.

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(d)The use in this Agreement or any of the other Security Documents of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(e)References to “Sections” and “clauses” shall be to Sections and clauses, respectively, of this Agreement unless otherwise specifically provided.

(f)References to “Articles” shall be to Articles of this Agreement unless otherwise specifically provided.

(g)References to “Exhibits” and “Schedules” shall be to Exhibits and Schedules, respectively, of this Agreement unless otherwise specifically provided.

(h)The use in this Agreement of the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof.

(i)This Agreement, the other Security Documents and any documents or instruments delivered pursuant hereto shall be construed without regard to the identity of the party who drafted the various provisions of the same.  Each and every provision of this Agreement, the other Security Documents and any instruments and documents entered into and delivered in connection therewith shall be construed as though the parties participated equally in the drafting of the same.  Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or the other Security Documents and any instruments and documents entered into and delivered in connection therewith.

ARTICLE 2.THE TRUST ESTATES

SECTION 2.1Appointment of Collateral Trustee and Declaration of Senior Trust.

By accepting the benefits hereof, each of the Priority Lien Secured Parties hereby appoints The Bank of New York Mellon as collateral trustee for purposes of obtaining and perfecting a security interest in the Collateral for the benefit of the Priority Lien Secured Parties. The Bank of New York Mellon accepts such appointment by the Priority Lien Secured Parties as their collateral trustee.

TO SECURE the payment of the Priority Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, each of the Obligors hereby confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Priority Lien Obligations, all of such Obligor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Priority Lien Security Document for the benefit of the Priority

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Lien Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Senior Trust Estate”),

TO HAVE AND TO HOLD the Senior Trust Estate unto the Collateral Trustee and its successors and assigns in trust under this Agreement,

IN TRUST, NEVERTHELESS, for the benefit solely and exclusively of all present and future holders of Priority Lien Obligations as security for the payment of all present and future Priority Lien Obligations,

PROVIDED, that if at any time (i) all Priority Liens granted under any and all of the Priority Lien Documents have been released as provided in Section 4.1, (ii) the Collateral Trustee holds no other property in trust as part of the Senior Trust Estate, (iii) no monetary obligation (other than indemnification and other contingent obligations not yet due and payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees, agents or sub-agents (whether in an individual or representative capacity) and (iv) the Company delivers to the Collateral Trustee an Officers’ Certificate stating that all Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Priority Lien Documents and that the Obligors are not required by any Priority Lien Document to grant any Lien upon any property to secure the Priority Lien Obligations, then the senior trust arising hereunder shall terminate, except that, notwithstanding such termination, all provisions set forth in Sections 7.7 and 7.8 hereof enforceable by the Collateral Trustee or any of its co-trustees, agents or sub-agents (whether in an individual or representative capacity) shall remain enforceable in accordance with their terms,

AND THE PARTIES FURTHER DECLARE AND COVENANT that the Senior Trust Estate shall be held and distributed by the Collateral Trustee subject to the further agreements herein.

SECTION 2.2Appointment of Collateral Trustee and Declaration of Junior Trust.

By accepting the benefits hereof, each of the Second Lien Secured Parties hereby appoints The Bank of New York Mellon as collateral trustee for purposes of obtaining and perfecting a security interest in the Collateral for the benefit of the Second Lien Secured Parties. The Bank of New York Mellon accepts such appointment by the Second Lien Secured Parties as their collateral trustee.

TO SECURE the payment of the Second Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, each of the Obligors hereby confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Second Lien Obligations, all of such Obligor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Second Lien Security Document for the benefit of the Second Lien Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the

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Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”),

TO HAVE AND TO HOLD the Junior Trust Estate unto the Collateral Trustee and its successors and assigns in trust under this Agreement,

IN TRUST, NEVERTHELESS, for the benefit solely and exclusively of all present and future holders of Second Lien Obligations as security for the payment of all present and future Second Lien Obligations,

PROVIDED, that if at any time (i) all Second Liens granted under any and all of the Second Lien Documents have been released as provided in Section 4.1, (ii) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate, (iii) no monetary obligation (other than indemnification and other contingent obligations not yet due and payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees, agents or sub-agents (whether in an individual or representative capacity) and (iv) the Company delivers to the Collateral Trustee an Officers’ Certificate stating that all Second Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Second Lien Documents and that the Obligors are not required by any Second Lien Document to grant any Lien upon any property to secure the Second Lien Obligations, then the junior trust arising hereunder shall terminate, except that, notwithstanding such termination, all provisions set forth in Sections 7.7 and 7.8 hereof enforceable by the Collateral Trustee or any of its co-trustees, agents or sub-agents (whether in an individual or representative capacity) shall remain enforceable in accordance with their terms,

AND THE PARTIES FURTHER DECLARE AND COVENANT that the Junior Trust Estate shall be held and distributed by the Collateral Trustee subject to the further agreements herein.

SECTION 2.3Priority of Liens.

(a)Notwithstanding anything else contained herein or in any Security Document, it is the intent of the parties that:  (i) this Agreement and the Security Documents create two separate and distinct Trust Estates and Liens:  the Senior Trust Estate and Lien securing the payment and performance of the Priority Lien Obligations and the Junior Trust Estate and Lien securing the payment and performance of the Second Lien Obligations and (ii) the Liens securing the Second Lien Obligations are subject and subordinate (in accordance with the terms hereof and of the other Security Documents) to the Liens securing the Priority Lien Obligations.

(b)The parties hereto agree that, prior to the Discharge of Priority Lien Obligations, in no event shall the Second Lien Debt Representatives or any Second Lien Secured Parties have a Lien on or security interest in any Collateral that is not subject and subordinate to the first priority lien of the Priority Lien Secured Parties.  Notwithstanding (i) anything to the contrary contained in any Second Lien Document and irrespective of the time, order or method of attachment or perfection of the security interests created by the Priority

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Lien Documents or the Second Lien Documents, (ii) anything contained in any filing or agreement to which the Priority Lien Secured Parties or Second Lien Secured Parties or any other party hereto may be a party and (iii) the rules for determining priority under the UCC or any other law governing the relative priorities of secured creditors, any security interest in any Collateral that is part of the Senior Trust Estate has and shall have priority over any security interest in such Collateral that is part of the Junior Trust Estate.  For the avoidance of doubt, in the event that any holder of Second Lien Obligations becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes hereof (including the priority of Liens).

(c)Whether or not any Bankruptcy Case or Insolvency Proceeding has been commenced by or against any Obligor, until the Discharge of Priority Lien Obligations, (i) the Second Lien Secured Parties will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral that is subject to the Senior Trust Estate, (B) institute any action or proceeding with respect to such rights or remedies with respect to any Collateral, including any action of foreclosure, or take any other action, that would hinder, delay limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the Priority Lien Secured Parties, (C) contest, protest or object to any foreclosure proceeding or action brought by the Priority Lien Secured Parties or any other exercise by the Priority Lien Secured Parties of any rights and remedies under any Priority Lien Documents relating to the Collateral that is subject to the Senior Trust Estate, (D) object to the forbearance by the Priority Lien Secured Parties to the bringing or pursuing of any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral that is subject to the Senior Trust Estate, (E) take or receive from the Obligors, directly or indirectly, in cash or other property or by setoff or in any other manner, the Collateral or any part thereof or proceeds therefrom in satisfaction of the Second Lien Obligations, (F) contest or seek to invalidate any Liens or security interests securing the Priority Lien Obligations, or the perfection thereof, or the validity or enforceability of this Agreement or the amount, nature or extent of the Priority Lien Obligations, (G) take or permit any action prejudicial to or inconsistent with the priority position of the Senior Trust Estate over the Junior Trust Estate, (H) object to any adequate protection or similar relief requested and obtained by the Priority Lien Secured Parties in any Insolvency Proceeding or Bankruptcy Case with respect to any Obligor or (I) object to any consent or approval by the Priority Lien Secured Parties to the use of cash or other Collateral, or any similar relief, in any Insolvency Proceeding or Bankruptcy Case with respect to any Obligor, and (ii) the Priority Lien Secured Parties shall have the exclusive right to enforce rights and exercise remedies with respect to any Collateral that is part of the Senior Trust Estate, regardless of whether such Collateral may also be part of the Junior Trust Estate.  Notwithstanding the foregoing, the Second Lien Secured Parties may, subject to Section 8.2, enforce rights, exercise remedies and take actions (x) without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations, (y) as necessary to perfect a Second Lien upon any Collateral by any method of perfection except through possession or control or (z) as necessary to prove, preserve or protect (but not enforce) the Liens securing the Second Lien Obligations.  Nothing in this Agreement will be deemed to prohibit or restrict the ability of the Secured Parties to accept proceeds pursuant to any Hedging Agreement in the ordinary course of business and in accordance with the terms of each Secured Debt Document (and, for the avoidance of doubt,

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not in connection with the exercise of any rights and remedies) prior to an event of default under the applicable Secured Debt Document.

(d)In exercising rights and remedies with respect to the Collateral, the Priority Debt Representatives shall have, by or with the consent of an Act of Instructing Debtholders, the exclusive right to direct the Collateral Trustee to enforce (or refrain from enforcing) the provisions of the Priority Lien Documents and to exercise (or refrain from exercising) remedies thereunder or any such rights and remedies, all in such order and in such manner as they may determine in the exercise of their sole and exclusive discretion, including (i) the exercise or forbearance from exercise of all rights and remedies in respect of the Collateral and/or the Priority Lien Obligations, (ii) the enforcement or forbearance from enforcement of any Lien in respect of the Collateral, (iii) the release (or subordination), with or without consideration, of the Collateral (or Collateral Trustee’s Lien) from the Senior Trust Estate, and, in connection with any such release (or subordination), the concurrent release (or subordination) subject to Article IV, with or without consideration (as determined by the Priority Lien Secured Parties), of such collateral (or Collateral Trustee’s Lien) from the Junior Trust Estate, (iv) the exercise or forbearance from exercise of rights and powers of a holder of shares of stock included in the Senior Trust Estate to the extent provided in the Security Documents, (v) the acceptance of the Collateral in full or partial satisfaction of the Priority Lien Obligations and (vi) the exercise or forbearance from exercise of all rights and remedies of a secured lender under the UCC or any similar law of any applicable jurisdiction or in equity and no Second Lien Secured Party shall contest, protest or object to any of the foregoing actions.

(e)Without in any way limiting the generality of the foregoing paragraphs, the Priority Lien Secured Parties of any Series of Priority Lien Debt may, at any time and from time to time, without the consent of or notice to the Second Lien Secured Parties, without incurring responsibility to the Second Lien Secured Parties and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of the Second Lien Secured Parties, do any one or more of the following with respect to such Series of Priority Lien Debt:  (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Priority Lien Obligations, or otherwise amend, restate, supplement, replace or refinance in any manner such Priority Lien Obligations, or any instrument evidencing such Priority Lien Obligations or any agreement under which such Priority Lien Obligations are outstanding, (ii) release any Person or entity liable in any manner for the collection of such Priority Lien Obligations, (iii) release or subordinate the Lien on any Collateral securing such Priority Lien Obligations and (iv) exercise or refrain from exercising any rights against any Obligor.

(f)The doctrine of marshalling of assets or collateral or any other legal or equitable principle or doctrine which could otherwise, in any way, constrain, limit or affect the order or manner of the enforcement against any Person obligated for the Priority Lien Obligations or the liquidation of the Senior Trust Estate shall not be applicable to the Senior Trust Estate or to the rights of the Priority Lien Secured Parties under this Agreement.  The Collateral Trustee on behalf of itself and each Second Lien Secured Party hereby waives any right to require marshalling of any assets securing the Priority Lien Obligations whether or not such assets are part of the Senior Trust Estate.

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(g)At any time prior to the Discharge of Priority Lien Obligations and after (1) the commencement of any Bankruptcy Case or Insolvency Proceeding in respect of any Borrower or any other Obligor or (2) the Collateral Trustee and each Second Lien Debt Representative have received written notice from any Priority Debt Representative at the direction of an Act of Instructing Debtholders stating that (A) any Series of Priority Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (B) the holders of Priority Liens securing one or more Series of Priority Lien Debt have become entitled under any Priority Lien Documents to and desire to enforce any or all of the Priority Liens by reason of an event of default under such Priority Lien Documents, no payment of money (or the equivalent of money) shall be made from the proceeds of Collateral by any Borrower or any other Obligor to the Collateral Trustee (other than payments to the Collateral Trustee for the benefit of the Priority Lien Secured Parties) or any Second Lien Secured Party (including, without limitation, payments and prepayments made for application to Second Lien Obligations and all other payments and deposits made pursuant to any provision of any Second Lien Document).

(h)All proceeds of Collateral received by the Collateral Trustee, any Second Lien Debt Representative or any holder of Second Lien Obligations in violation of Section 2.3(g) will be held by the Collateral Trustee, the applicable Second Lien Debt Representative or the applicable holder of Second Lien Obligations for the account of the holders of Priority Liens and remitted to the Collateral Trustee upon demand by any Priority Debt Representative for application in accordance with Section 3.4.  The Second Liens will remain attached to and enforceable against all proceeds so held or remitted, subject to the terms of this Agreement.  All proceeds of Collateral received by the Collateral Trustee, holders of Second Lien Obligations and Second Lien Debt Representatives not in violation of Section 2.3(g) will be received by the Collateral Trustee, holders of Second Lien Obligations and the Second Lien Debt Representatives free from the Priority Liens.

SECTION 2.4Bankruptcy Cases and Insolvency Proceedings.

(a)If, in any Bankruptcy Case or Insolvency Proceeding and prior to the Discharge of Priority Lien Obligations, the holders of Priority Lien Obligations by an Act of Instructing Debtholders consent to any order:

(i)for use of cash collateral;

(ii)approving a debtor-in-possession financing secured by a Lien that is senior to or on a parity with all Priority Liens upon any property of the estate in such Bankruptcy Case or Insolvency Proceeding;

(iii)granting any relief on account of Priority Lien Obligations as adequate protection (or its equivalent) for the benefit of the holders of Priority Lien Obligations in the Collateral subject to Priority Liens; or

(iv)relating to a sale of assets of any Borrower or any other Obligor that provides, to the extent the Collateral sold is to be free and clear of Liens, that all Priority Liens and Second Liens will attach to the proceeds of the sale;

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then (1) no holder of Priority Lien Obligations, in their capacity as holders or representatives of secured claims, will oppose or otherwise contest the entry of such order so long as (A) the terms thereof, including the terms of adequate protection (if any) granted to the Priority Lien Secured Parties in connection therewith, provide for materially equal treatment to all Priority Lien Secured Parties, (B) the debtor-in-possession financing does not require (x) the liquidation of any Collateral prior to a default under such debtor-in-possession financing documentation and/or (y) a Borrower or any Affiliate thereof to vote in favor or otherwise in support of a plan of reorganization and (C) any cash collateral order contemplating the liquidation of Collateral provides that the Liens of the Priority Secured Parties will attach to the proceeds of such liquidation Equally and Ratably with any proceeds to be distributed in accordance with Section 3.4 hereof and (2) the holders of Second Lien Obligations and the Second Lien Debt Representatives, in their capacity as holders or representatives of secured claims, will not oppose or otherwise contest the entry of such order, provided, that (in the case of clauses (i), (ii) and (iii) above) the Collateral Trustee, for the benefit of the holders of Second Lien Obligations and the Second Lien Debt Representatives, receives a grant of a junior Lien upon any property on which a Lien is (or is to be) granted under such order to secure the Priority Lien Obligations, co-extensive in all respects with, but subordinated (as set forth in Section 2.3(a)) to, such Lien and all Priority Liens on such property.

Notwithstanding the foregoing, both before and during a Bankruptcy Case or Insolvency Proceeding, the holders of Second Lien Obligations and the Second Lien Debt Representatives may take any actions and exercise any and all rights that would otherwise be available to a holder of unsecured claims, including, without limitation, the commencement of a Bankruptcy Case or Insolvency Proceeding against any Obligors in accordance with applicable law and the termination of any agreement by the holder of a Second Lien in accordance with the terms thereof; provided, however, that, both before and during a Bankruptcy Case or Insolvency Proceeding, the holders of Second Lien Obligations and the Second Lien Debt Representatives may not take any of the actions specifically prohibited under this Agreement.

(b)The holders of Second Lien Obligations or any Second Lien Debt Representative will not file or prosecute in any Bankruptcy Case or Insolvency Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral under the Second Liens, except that:

(i)they may freely seek and obtain relief: (A) granting a junior Lien co-extensive in all respects with, but subordinated (as set forth in Section 2.3(a)) to, all Liens granted in such Bankruptcy Case or Insolvency Proceeding to, or for the benefit of, the holders of Priority Lien Obligations; or (B) in connection with the confirmation of any plan of reorganization or similar dispositive restructuring plan; and

(ii)they may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations.

(c)If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of Priority

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Lien Obligations and on account of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the Priority Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

(d)Nothing contained herein shall prohibit or in any way limit any Priority Debt Representative or any Priority Lien Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by the Collateral Trustee (on behalf of the Second Lien Secured Parties), any Second Lien Debt Representative or any of the other Second Lien Secured Parties, including the seeking by the Collateral Trustee (on behalf of the Second Lien Secured Parties), any Second Lien Debt Representative or any of the other Second Lien Secured Parties of adequate protection or the asserting by the Collateral Trustee (on behalf of the Second Lien Secured Parties), any Second Lien Debt Representative or any of the other Second Lien Secured Parties of any of its rights and remedies under the Second Lien Documents or otherwise.

(e)If any Priority Lien Secured Party is required in any Bankruptcy Case or Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of a Borrower or any other Grantor any amount paid in respect of Priority Lien Obligations  (a “Recovery”), then such Priority Lien Secured Party shall be entitled to a reinstatement of Priority Lien Obligations with respect to all such recovered amounts on the date of such Recovery, and from and after the date of such reinstatement the Discharge of Priority Lien Obligations shall be deemed not to have occurred for all purposes hereunder. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

(f)The Collateral Trustee (on behalf of the Second Lien Secured Parties) and each Second Lien Debt Representative, for itself and on behalf of the Second Lien Secured Parties for whom it acts as representative, and the Collateral Trustee (on behalf of the Priority Lien Secured Parties) and each Priority Debt Representative for itself and on behalf of the Priority Lien Secured Parties for whom it acts as representative, acknowledges and agrees that

(i)the grants of Liens pursuant to the Priority Lien Security Documents and the Second Lien Security Documents constitute two separate and distinct grants of Liens; and

(ii)because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the Priority Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in a Bankruptcy Case or Insolvency Proceeding.

To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Priority Lien Secured Parties and the Second Lien Secured

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Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Secured Parties), the Priority Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of post-petition interest, including any additional interest payable pursuant to the Priority Lien Documents, arising from or related to a default, which is disallowed as a claim in any Bankruptcy Case or Insolvency Proceeding) before any distribution is made in respect of the claims held by the Second Lien Secured Parties with respect to the Collateral, with the Collateral Trustee (on behalf of the Second Lien Secured Parties) or each Second Lien Debt Representative, as applicable, for itself and on behalf of the Second Lien Secured Parties for whom it acts as representative, hereby acknowledging and agreeing to turn over to the Priority Lien Secured Parties, Collateral or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Secured Parties).

SECTION 2.5Collateral Shared Equally and Ratably within Class.  The parties hereto agree that the payment and satisfaction of all of the Secured Obligations within each Class shall be secured Equally and Ratably by each of the security interests established in favor of the Collateral Trustee belonging to such Class so long as such applicable Secured Obligations have validly and properly joined such applicable Class.  It is understood and agreed that nothing in this Section 2.5 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 hereof.

SECTION 2.6Designated Collateral and Designated Obligations.  The parties hereto acknowledge and agree that, pursuant to the Secured Debt Documents governing such Series of Secured Debt, the Secured Debtholders with respect to any Series of Secured Debt may agree (i) that the Obligations under such Series of Secured Debt shall be secured solely by a portion of the Collateral (such portion, with respect to such Series of Secured Debt, “Designated Collateral”) and/or (ii) that all or a portion of the Collateral shall secure solely a portion of the Obligations under such Series of Secured Debt (such portion, with respect to such Series of Secured Debt, “Designated Obligations”, and the unsecured balance of such Obligations, with respect to such Series of Secured Debt, “Unsecured Obligations”), in each case, in accordance with the terms set forth in the Secured Debt Documents governing such Series of Secured Debt, and the Secured Debtholders with respect to any such Series of Secured Debt hereby acknowledge and agree that (1) the Collateral securing the Obligations under such Series of Secured Debt shall be solely the Designated Collateral and such Secured Debtholders shall have no right, title and interest in any Collateral other than the Designated Collateral for purposes of this Agreement and the Security Documents and (2) solely the portion of Obligations constituting Designated Obligations shall be secured by the Collateral, and such Secured Debtholders shall have no right, title and interest in any Collateral (or proceeds thereof) with respect to any Unsecured Obligations for purposes of this Agreement and the Security Documents. Notwithstanding anything herein to the contrary, for purposes of the definitions of “Act of Instructing Debtholders” and “Required Second Lien

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Debtholders” and for purposes of Section 7.22, the amount of Indebtedness with respect to any Series of Secured Debt shall be deemed to be solely the amount of Designated Obligations with respect to such Series of Secured Debt.

ARTICLE 3.OBLIGATIONS AND POWERS OF COLLATERAL TRUSTEE

SECTION 3.1Appointment and Undertaking of the Collateral Trustee.

(a)Each Hedge Provider and each other Secured Party, acting through its Secured Debt Representative and/or by its acceptance of the benefits of the applicable Security Documents, hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth herein.

(b)Subject to, and in accordance with, this Agreement, the Collateral Trustee will, as trustee for the benefit solely and exclusively of the present and future Secured Parties for whom it is acting:

(i)accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all security interests created thereunder, perform its obligations under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents;

(ii)take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies;

(iii)deliver and receive notices pursuant to the Security Documents;

(iv)sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies;

(v)remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies;

(vi)execute and deliver amendments to the Security Documents as from time to time authorized by an Act of Instructing Debtholders or otherwise permitted hereunder; and

(vii)release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as permitted by Section 4.1(b).

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(c)Each party to this Agreement acknowledges and consents to the undertakings of the Collateral Trustee set forth in Section 3.1(b) and agrees to each of the other provisions of this Agreement applicable to it.

(d)Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee shall not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Secured Obligations) unless and until it shall have been directed by written notice of an Act of Instructing Debtholders, and then only in accordance with the provisions of this Agreement.

SECTION 3.2Release or Subordination of Liens.  The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee, except (a) as required by Article 4, (b) as ordered pursuant to applicable law under a final and non-appealable order or judgment of a court of competent jurisdiction or (c) for the subordination of the Junior Trust Estate and the Second Liens to the Senior Trust Estate and the Priority Liens.

SECTION 3.3Remedies Upon Actionable Default.  If the Collateral Trustee at any time receives a Notice of Actionable Default or other notice that an Actionable Default has occurred and is continuing, it will promptly deliver written notice thereof to each Secured Debt Representative and the Company.  Thereafter, the Collateral Trustee may await direction by an Act of Instructing Debtholders and will act, or decline to act, as directed by an Act of Instructing Debtholders, in the exercise and enforcement of the Collateral Trustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Instructing Debtholders.  Unless it has been directed to the contrary by an Act of Instructing Debtholders, the Collateral Trustee in any event may (but shall not be obligated to) take or refrain from taking such action with respect to any Actionable Default as it may deem advisable and in the best interest of the holders of Secured Obligations.

SECTION 3.4Application of Proceeds.

(a)The Collateral Trustee shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral and the proceeds of any title insurance policy and, subject to the Security Documents, any other insurance policy in respect of any Collateral in each case, received by it upon or after the exercise of rights or remedies pursuant to Section 3.3 hereof or otherwise (in each case, subject to Section 2.6 to the extent the relevant Collateral is Designated Collateral and/or to the extent the relevant Obligations consist of Unsecured Obligations), in the following order of application:

FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees or any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any trustee or agent in connection with any Security Document, including any amounts payable by the Collateral Trustee, as

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collateral trustee, to or for the benefit of Persons other than the Secured Debtholders pursuant to the terms thereof;

SECOND, to the respective Priority Debt Representatives for application to the payment of Priority Lien Obligations entitled to the benefit of such Collateral Equally and Ratably, or to be held by the applicable Priority Debt Representatives pending such application, until all Priority Lien Obligations entitled to the benefit of such Collateral (i) have been paid in full in cash or (ii) the cash amount held by the applicable Priority Debt Representatives in respect of all Priority Lien Obligations is sufficient to pay all Priority Lien Obligations (other than indemnification and other obligations not yet due and payable) in full in cash;

THIRD, to the respective Second Lien Debt Representatives for application to the Second Lien Obligations entitled to the benefit of such Collateral Equally and Ratably, or to be held by the Second Lien Debt Representatives pending such application, until all Second Lien Obligations entitled to the benefit of such Collateral have been paid in full in cash or the cash amount held by the Second Lien Debt Representatives in respect of all Second Lien Obligations is sufficient to pay all Second Lien Obligations (other than indemnification and other obligations not yet due and payable) in full in cash; and

FOURTH, any surplus remaining after the payment in full in cash of all of the Secured Obligations entitled to the benefit of such Collateral shall be paid to the Company or the other applicable Obligor, as the case may be, or its successors or assigns, or as a court of competent jurisdiction may direct.

For this purpose, “proceeds” of Collateral includes any and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Trustee’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any Secured Obligations). The parties hereto (and, with respect to Secured Debt Representatives, on behalf of themselves and the Secured Parties they represent) agree that all proceeds of Collateral and other amounts described in clause (a) above (including for the avoidance of doubt all proceeds of any mortgages on the property of any Grantor) shall be applied to the Secured Obligations of each Series of Secured Debt as set forth in this Section 3.4 even if the Secured Obligations of any Series of Secured Debt do not have a valid and perfected security interest and/or mortgage in, or are not fully secured by, such Collateral or other amounts.

(b)If any Second Lien Debt Representative or any holder of a Second Lien Obligation collects or receives any proceeds in respect of the Second Lien Obligations that should have been applied to the payment of the Priority Lien Obligations in accordance with clause (a) above and, with respect to a Second Lien Debt Representative, a Responsible Officer of such Second Lien Debt Representative shall have received written notice, or shall have actual knowledge, of the same prior to such Second Lien Debt Representative’s distribution of such proceeds, whether after the commencement of a Bankruptcy Case or otherwise, such Second Lien Debt Representative or such holder of a Second Lien Obligation, as the case may be, shall forthwith deliver the same to the Collateral Trustee, for the account of the holders of the Priority Lien Obligations, in the form received, duly indorsed to the Collateral Trustee, for the account of the holders of the Priority Lien Obligations to be applied in accordance with clause (a) above. Until so delivered, such proceeds shall be held by such

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Second Lien Debt Representative or such holder of a Second Lien Obligation, as the case may be, for the benefit of the holders of the Priority Lien Obligations and shall be deemed to be held segregated from other funds and property held by such Second Lien Debt Representative or such holder of a Second Lien Obligation.

(c)This Section 3.4 is intended for the benefit of each present and future holder of Secured Obligations, each present and future Secured Debt Representative and the Collateral Trustee as holder of Priority Liens and Second Liens.  The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Joinder including a lien sharing and priority confirmation as provided in Section 3.8 at the time of incurrence of such Series of Secured Debt.

(d)In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Instructing Debtholders, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

(e)In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Trustee may conclusively rely upon information supplied by the relevant Priority Debt Representative and Hedge Provider as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Priority Lien Debt and any other Priority Lien Obligations and the amount of any “settlement amount” (or similar term) of any Hedging Agreements included in the Priority Lien Obligations and information supplied by the relevant Second Lien Debt Representative and Hedge Provider as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Second Lien Debt and any other Second Lien Obligations and the amount of any “settlement amount” (or similar term) of any Hedging Agreements included in the Second Lien Obligations.  In calculating the amount of Secured Obligations owed to any Hedge Provider, the Secured Obligations owed to such Hedge Provider shall be determined by the relevant Hedge Provider in accordance with the terms of the relevant Hedging Agreement; provided that, notwithstanding anything herein or in any other Secured Debt Document to the contrary, in the event that any such Hedging Agreement consists of more than one confirmation or trade or in the event that the relevant Hedge Provider is a party to any other Hedging Agreement, solely for purposes of calculating the Secured Obligations owed to such Hedge Provider under this Agreement, such calculation shall setoff and net all Obligations owing to such Hedge Provider or owed by such Hedge Provider under each such confirmation or trade and/or additional Hedging Agreement.

SECTION 3.5Powers of the Collateral Trustee.

(a)The Collateral Trustee is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents and applicable law and in equity and to act as set forth in this Article 3 or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Instructing Debtholders.  Notwithstanding anything herein to the contrary, the Second lien Debtholders and the Second Lien Representatives shall be prohibited from instructing the Collateral Trustee to take any action if

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the Second Lien Debtholders or the Second Lien Debt Representatives are prohibited from taking such action hereunder, and the Collateral Trustee may conclusively presume that there is no such prohibition with respect to any instruction it receives otherwise in accordance with the terms of this Agreement.

(b)No Secured Debt Representative, Secured Debtholder or other holder of Secured Obligations shall have any liability whatsoever for any act or omission of the Collateral Trustee.

SECTION 3.6Documents and Communications.  The Collateral Trustee will permit each Secured Debt Representative and each Secured Debtholder of any Class upon reasonable written notice from time to time to inspect and copy, at the cost and expense of the party requesting such copies, any and all Security Documents and other documents, notices, certificates, instructions or communications in respect of such Class received by the Collateral Trustee in its capacity as such.

SECTION 3.7For Sole and Exclusive Benefit of Holders of Secured Obligations.  The Collateral Trustee shall accept, hold, administer and enforce all Liens on the Collateral at any time transferred or delivered to it and all other interests, rights, powers and remedies at any time granted to or enforceable by the Collateral Trustee and all other property of the Trust Estates solely and exclusively for the benefit of the present and future holders of present and future Secured Obligations, and shall distribute all proceeds received by it in realization thereon or from enforcement thereof solely and exclusively pursuant to the provisions of Section 3.4.

SECTION 3.8Additional Secured Debt.

(a)The Collateral Trustee will, as trustee hereunder, also perform its undertakings set forth in Section 3.1(b) with respect to each holder of Secured Obligations issued or incurred after the date hereof: (i) of a Series of Secured Debt that is identified as Second Lien Debt or Priority Lien Debt in accordance with the procedures set forth in Section 3.8(b) and (ii) that signs, through its designated Secured Debt Representative identified pursuant to Section 3.8(b), a Collateral Trust Joinder and delivers the same to the Collateral Trustee. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt under the Existing Collateral Trust Agreement and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Secured Debt under the Existing Collateral Trust Agreement, including the “Credit Agreement Obligations” as defined in the Existing Collateral Trust Agreement, constitutes and will continue to constitute automatically and without any further action Secured Debt and Priority Lien Debt (and to the extent of any Excess Credit Agreement Obligations, if any, Second Lien Debt) and shall not require compliance with the procedures set forth in Section 3.8(b).

(b)The Company or other applicable Obligor shall be permitted to designate Indebtedness, including any Refinancing of the Credit Agreement, whether incurred prior to, on or after the date of this Agreement, as additional Secured Debt hereunder; provided that in the case of Priority Lien Debt or Second Lien Debt, as applicable, represented

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by Commodity Hedging Agreements, the designation of additional Secured Debt as such must be permitted by Section 3.8(c).  The Company or other applicable Obligor may effect such designation by delivering to the Collateral Trustee, with copies to each previously identified Secured Debt Representative, each of the following:

(i)An Officers’ Certificate stating that:

(A)the Company or such other Obligor intends to designate additional Indebtedness as Secured Debt and identifying such Secured Debt as either (x) Priority Lien Debt and in the case of Priority Lien Debt, as either Priority Lien DFBM Obligations or Priority Lien Commodity Hedging Obligations and, if such Indebtedness Refinances the Credit Agreement, whether such Indebtedness is to be the Credit Agreement hereunder, or (y) Second Lien Debt, and in the case of Second Lien Debt, as either Second Lien DFBM Obligations or Second Lien Commodity Hedging Obligations;

(B)after taking into account the effects of any Designated Collateral or Designated Obligations with respect to such Series of Secured Debt, (x) in the case of additional Priority Lien Debt, such Indebtedness, when incurred, and the Liens in respect thereof, was not prohibited by any agreement governing Secured Debt (to the extent then in effect) to be secured with a Priority Lien on an Equal and Ratable basis with all existing Priority Lien Debt and which, when incurred and after giving pro forma effect to the incurrence of such Priority Lien Debt, the Liens in respect thereof and the application of the proceeds therefrom, is in an aggregate principal amount that is not prohibited by the terms of the Secured Debt Documents then in effect or (y) in the case of additional Second Lien Debt, such Indebtedness, when incurred, and the Liens in respect thereof, was not prohibited by any agreement governing Secured Debt (to the extent then in effect) to be secured with a Second Lien on a junior basis to all existing Priority Lien Debt and on an Equal and Ratable basis with all existing Second Lien Debt and which, when incurred and after giving pro forma effect to the incurrence of such Second Lien Debt, the Liens in respect thereof and the application of the proceeds therefrom (if any), is in an aggregate principal amount that is not prohibited by the terms of any Secured Debt Document then in effect;

(C)after giving pro forma effect to the incurrence of such additional Secured Debt, the Liens in respect thereof and the application of the proceeds therefrom (if any), no Secured Debt Default shall have occurred and be continuing in respect of any Priority Lien Debt for Borrowed Money or Second Lien Debt for Borrowed Money and, to the best of the signatory’s knowledge after due inquiry, no event or condition shall have occurred which could reasonably be expected to result in a Secured Debt Default in respect of any Priority Lien Debt or Second Lien Debt for Borrowed Money;

(D)states that each Borrower and each of the other Obligors has duly authorized, executed (if applicable) and recorded (or caused to be

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recorded in each appropriate governmental offices all relevant documents, filings and recordations to ensure that such Obligations are secured by the Collateral; and

(E)if any of the Obligations with respect to such additional Secured Debt constitute Unsecured Obligations or are secured by Designated Collateral, identifying the portion of such Obligations constituting Unsecured Obligations and/or the Designated Collateral securing such Obligations;

(ii)evidence that the Officers’ Certificate delivered pursuant to clause (i) above has been duly authorized by the Board of Directors of the Company and has been duly executed and delivered (which evidence may be in the form of an opinion provided by the General Counsel or an Assistant General Counsel of the Company and shall include such other documentation reasonably requested by the Collateral Trustee); and

(iii)a written notice specifying the name and address of the Secured Debt Representative for such series of additional Secured Debt for purposes of Section 7.5.

Notwithstanding the foregoing or anything else in this Agreement to the contrary, nothing in this Agreement shall be construed to (x) allow any Borrower or any other Obligor to incur additional Indebtedness or to designate such Indebtedness as Priority Lien Debt or Second Lien Debt entitled to the security and other benefits of this Agreement or (y) entitle the holders of any such Indebtedness to any benefits as Secured Debt hereunder unless such incurrence and, if applicable, such designation are otherwise permitted by the terms of the applicable Secured Debt Documents.

(c)The Company and the other Obligors shall be entitled to designate persons who hold Priority Lien Debt or Second Lien Debt, as applicable, represented by Commodity Hedging Agreements that are Capacity Commodity Hedging Agreements (in their capacity as such) as additional Secured Debtholders pursuant to Section 3.8(a) if and only to the extent that, as of the date such Lien is to be granted, the net amount, as more fully described below, of electric power generation capacity represented by all Capacity Commodity Hedging Agreements, the Obligations with respect to which constitute Priority Lien Debt or Second Lien Debt (including the proposed new Capacity Commodity Hedging Agreement(s)) is no greater than (i) 80% of the aggregate Available Baseload Capacity plus 10% of the Non-Baseload Capacity for all monthly periods covered by such proposed new Capacity Commodity Hedging Agreement(s) not to exceed 60 monthly periods, (ii) 60% of the aggregate Available Baseload Capacity for all monthly periods covered by such proposed new Capacity Commodity Hedging Agreement(s) in excess of 60 monthly periods but not to exceed 72 monthly periods, (iii) 40% of the aggregate Available Baseload Capacity for all monthly periods covered by such proposed new Capacity Commodity Hedging Agreement(s) in excess of 72 monthly periods but not to exceed 84 monthly periods, and (iv) 20% of the aggregate Available Baseload Capacity for all monthly periods covered by such proposed new Capacity Commodity Hedging Agreement(s) in excess of 84 monthly periods.  Except as provided in the foregoing provisions of this Section 3.8(c), no other persons who hold Indebtedness represented by Commodity Hedging Agreements (in their capacity as such) may

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be designated as additional Secured Debtholders pursuant to Section 3.8(a).  For purposes of determining the “net amount” in this Section 3.8(c), a transaction shall be treated as nettable to the extent that it is entered into under an industry standard agreement (including an ISDA Master Agreement, EEI Master Purchase and Sale Agreement or a long form confirmation incorporating an industry standard master agreement by reference) that provides the Company or any Subsidiary with the right to net transactions in the event of a counterparty default or bankruptcy or insolvency in respect of which agreement the Company has a reasonable basis to believe that such netting terms would be enforceable against the Company’s or such Subsidiary’s counterparty even in the event of a bankruptcy or insolvency of such counterparty.

(d)The Borrowers shall have the right at any time on or after the Discharge of Priority Lien Obligations has occurred, to enter into any Priority Lien Document evidencing a Priority Lien Debt the incurrence of which is not prohibited by the applicable Secured Debt Documents, and to designate such Indebtedness as Priority Lien Debt in accordance with Section 3.8(b).  At any time from and after the date of such designation pursuant to Section 3.8(b) (the “Reference Date”), the obligations under such Priority Lien Document shall automatically and without further action be treated as Priority Lien Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Second Lien Obligations shall be at all times subordinated and junior to such Priority Liens Obligations pursuant to the terms of this Agreement, including with respect to Second Lien Obligations that were incurred or outstanding on or prior to the Reference Date.

ARTICLE 4.OBLIGATIONS ENFORCEABLE BY THE BORROWERS AND THE GRANTORS

SECTION 4.1Release and Subordination of Liens.

(a)The Collateral Trustee’s Liens upon the Collateral will be (x) subordinated, in whole or in part, as to any Lien on any Collateral that is not prohibited by the Secured Debt Documents from having priority to the Collateral Trustee’s Liens, or if consent to the subordination of the Collateral Trustee’s Liens on such Collateral has been given by an Act of Instructing Debtholders and the Secured Debt Representative in respect of any Affiliated Credit Agreement or (y) released:

(i)in whole, upon the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations;

(ii)as to any Collateral that is sold, transferred or otherwise disposed of by any Borrower or any other Obligor in a transaction or other circumstance which is not prohibited by any of the Secured Debt Documents at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of;

(iii)as to any Collateral that is otherwise permitted to be released in accordance with the terms of all applicable Secured Debt Documents; provided that this

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clause (iii) shall not apply to the Discharge of Priority Lien Obligations upon payment in full thereof; and

(iv)as to any Collateral other than Collateral being released pursuant to clauses (i), (ii) or (iii) of this Section 4.1(a)(y), if consent to the release of such Collateral has been given by an Act of Instructing Debtholders and the Secured Debt Representative in respect of any Affiliated Credit Agreement; provided that if such Collateral represents all or substantially all of the Collateral, consent to the release of such Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt under the applicable Secured Debt Document (including for the avoidance of doubt any Affiliated Credit Agreement), and in each case, such release has become effective in accordance with such consent.

Notwithstanding any of the foregoing, if the Collateral Trustee is exercising its rights or remedies with respect to the Collateral under the Priority Lien Security Documents pursuant to an Act of Instructing Debtholders, and the Collateral Trustee, on behalf of all Priority Lien Secured Parties, releases any of the Priority Liens on any part of the Collateral or any Guarantor is released from its obligations under its Guarantee of the Priority Lien Obligations in connection therewith, then the Second Liens on such Collateral and the obligations of such Guarantor under its Guarantee of the Second Lien Obligations shall be automatically, unconditionally and simultaneously released.  If in connection with any exercise of rights and remedies by the Collateral Trustee under the Priority Lien Security Documents pursuant to an Act of Instructing Debtholders, the equity interests of any Person are foreclosed upon or otherwise disposed of and the Collateral Trustee releases its Priority Lien on the property or assets of such Person then the Second Liens with respect to the property or assets of such Person will be concurrently and automatically released to the same extent as the Priority Liens on such property or assets are released.

(b)The Collateral Trustee agrees for the benefit of the Borrowers and the other Obligors that if the Collateral Trustee at any time receives:

(i)an Officers’ Certificate (which Officers’ Certificate shall be issued on behalf of the Company, without personal liability for the individual officer executing it, and shall be delivered to each Secured Debt Representative concurrently with the delivery to the Collateral Trustee) stating that (w) such officer has read Article 4 of this Agreement and understands the provisions and the definitions relating hereto, (x) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Debt Documents, if any, relating to the release of any Collateral and/or subordination of the Collateral Trustee’s Liens on any Collateral have been complied with, (y) in the opinion of such officer, such conditions precedent, if any, have been complied with and (z) such release and/or subordination is permitted by Section 4.1(a) and the applicable Secured Debt Documents; and

(ii)the proposed instrument or instruments releasing and/or subordinating such Lien as to such property in recordable form, if applicable,

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then, unless the Collateral Trustee receives a written statement from any Secured Debt Representative pursuant to Section 4.1(d)(i)(y) below and the Collateral Trustee has no reason to believe that such written statement is not accurate, the Collateral Trustee will execute (with such acknowledgements and/or notarizations as are required) and deliver such release and/or subordination  to the Company or other applicable Obligor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(b) by the Collateral Trustee.

(c)The Collateral Trustee hereby agrees that:

(i)any release pursuant to clause (ii) of Section 4.1(a)(y) shall occur automatically upon the sale, transfer or other disposition of such Collateral and, at the request of the Company or other applicable Obligor, the Collateral Trustee shall either be present at the closing of such transaction or shall deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and

(ii)at any time when a Secured Debt Default under a Series of Secured Debt that constitutes Second Lien Debt has occurred and is continuing, within one Business Day of the receipt by it of an Act of Instructing Debtholders and other consents, if any, required by Section 4.1(a)(y)(iv), the Collateral Trustee shall deliver a copy of such Act of Instructing Debtholders and other consents, if any, to each Secured Debt Representative.

(d)Each Secured Debt Representative hereby agrees that:

(i)as soon as reasonably practicable after receipt of an Officers’ Certificate pursuant to Section 4.1(b)(i) it will either provide (x) the written confirmation that such release and/or subordination is permitted by Section 4.1(a), (y) a written statement that such release and/or subordination is not permitted by Section 4.1(a) or (z) a request for further information from the Borrowers reasonably necessary to determine whether the proposed release and/or subordination is permitted by Section 4.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (x) or (y), as applicable; and

(ii)within one Business Day of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(ii), such Secured Debt Representative shall deliver a copy of such notice to each registered holder of the Series of Priority Lien Debt or Series of Second Lien Debt for which it acts as Secured Debt Representative.

SECTION 4.2Delivery of Copies to Secured Debt Representatives.  The Company will deliver to each Secured Debt Representative a copy of each Officers’ Certificate delivered to the Collateral Trustee pursuant to Section 4.1(b), together with copies of all documents delivered to the Collateral Trustee with such Officers’ Certificate.  The Secured Debt Representatives will not be obligated to take notice thereof or to act thereon, subject to Section 4.1(d).

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SECTION 4.3Collateral Trustee Not Required to Serve, File or Record.  The Collateral Trustee is not required to prepare, serve, file, register or record any instrument creating, releasing or subordinating its security interest in any Collateral.

SECTION 4.4Release of Liens in Respect of any Series of Priority Lien Debt or any Series of Second Lien Debt.

(a)   Release of Liens in Respect of the Notes.  In addition to any release pursuant to Section 4.1 hereof, the Collateral Trustee’s Priority Lien will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustee’s Priority Lien on the Collateral will terminate and be discharged:

(1)upon satisfaction and discharge of the Indenture as set forth under Article 12 of the Indenture;

(2)upon a Legal Defeasance or Covenant Defeasance (each as defined under the Indenture) of the Notes as set forth under Article 8 of the Indenture;

(3)upon payment in full and discharge of all Notes outstanding under the Indenture and all Obligations (other than Obligations constituting indemnities or other contingent obligation) that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or

(4)in whole or in part, with the consent of the holders of the requisite percentage of Notes in accordance with Article 9 of the Indenture.

(b)    Release of Liens in Respect of any Series of Priority Lien Debt or any Series of Second Lien Debt.   In addition to any release pursuant to Section 4.1 hereof, as to any Series of Priority Lien Debt, the Collateral Trustee’s Priority Lien will no longer secure such Series of Priority Lien Debt if the requirements of a Discharge of Priority Lien Obligations are satisfied with respect to such Series of Priority Lien Debt and all Priority Lien Obligations related thereto.  In addition to any release pursuant to Section 4.1 hereof, as to any Series of Second Lien Debt, the Collateral Trustee’s Second Lien will no longer secure such Series of Second Lien Debt if such Second Lien Debt has been paid in full in cash, all commitments to extend credit in respect of such Series of Second Lien Debt have been terminated and all other Second Lien Obligations related thereto that are outstanding and unpaid at the time such Series of Second Lien Debt is paid are also paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

ARTICLE 5.IMMUNITIES OF THE COLLATERAL TRUSTEE

SECTION 5.1No Implied Duty.  The Collateral Trustee will not have any fiduciary duties nor will it have responsibilities or obligations other than those expressly assumed by it in this Agreement and the other Security Documents.  The Collateral Trustee shall not be required to take any action which is contrary to applicable law or any provision of this Agreement or the other Security Documents.

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SECTION 5.2Appointment of Agents and Advisors.  The Collateral Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors selected by it with due care as it may reasonably require and shall not be responsible for any misconduct or negligence on the part of any of them.

SECTION 5.3Other Agreements.  The Collateral Trustee has accepted and is bound by the Security Documents executed by the Collateral Trustee in its capacity as Collateral Trustee as of the date of this Agreement and, as directed by an Act of Instructing Debtholders, the Collateral Trustee may execute additional Security Documents delivered to it after the date of this Agreement, provided, however, that such additional Security Documents do not adversely affect the rights, privileges, benefits and immunities of the Collateral Trustee or impose on the Collateral Trustee any additional duties or obligations.  The Collateral Trustee shall not otherwise be bound by, or be held obligated by, the provisions of any credit agreement, indenture, Commodity Hedging Agreement or other agreement governing Secured Debt (other than this Agreement and the other Security Documents).

SECTION 5.4Solicitation of Instructions.

(a)The Collateral Trustee may at any time solicit written confirmatory instructions, in the form of an Act of Instructing Debtholders, an Officers’ Certificate or an order of a court of competent jurisdiction, as to any action which it may be requested or required to take, or which it may propose to take, in the performance of any of its obligations under this Agreement or the other Security Agreements.

(b)No written direction given to the Collateral Trustee by an Act of Instructing Debtholders, which in the sole judgment of the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement and the other Security Documents shall be binding upon the Collateral Trustee unless the Collateral Trustee elects, at its sole option, to accept such direction.

SECTION 5.5Limitation of Liability.  The Collateral Trustee shall not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Security Document, except for its own gross negligence or willful misconduct as determined by a final and non-appealable decision of a court of competent jurisdiction.

SECTION 5.6Documents in Satisfactory Form.  The Collateral Trustee shall be entitled to require that all agreements, certificates, opinions, instruments and other documents at any time submitted to it, including those expressly provided for in this Agreement, be delivered to it in a form and with substantive provisions reasonably satisfactory to it.

SECTION 5.7Entitled to Rely.  The Collateral Trustee may conclusively rely upon, and shall not incur any liability for relying upon, any certificate, notice or other document (including any facsimile) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons and need not investigate any fact or matter stated in any such document.  The Collateral Trustee may seek and rely upon, and shall

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be fully protected in relying upon, any judicial order or judgment, upon any advice, opinion or statement of legal counsel (who may be counsel to the Company), independent consultants and other experts selected by it in good faith and upon any certification, instruction, notice or other writing delivered to it by the Company or any other Obligor in compliance with the provisions of this Agreement or delivered to it by any Secured Debt Representative as to the Secured Debtholders for whom it acts, without being required to determine the authenticity thereof or the correctness of any fact stated therein or the propriety or validity of service thereof.  The Collateral Trustee may act in reliance upon any instrument comporting with the provisions of this Agreement or any signature reasonably believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. To the extent an Officers’ Certificate or an opinion of counsel is required or permitted under this Agreement to be delivered to the Collateral Trustee in respect of any matter, the Collateral Trustee may rely conclusively on such Officers’ Certificate or opinion of counsel as to such matter and such Officers’ Certificate or opinion of counsel shall be full warranty and protection to the Collateral Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement and the other Security Documents.

SECTION 5.8Secured Debt Default.  The Collateral Trustee shall not be required to inquire as to the occurrence or absence of any Secured Debt Default and shall not be affected by or required to act upon any notice or knowledge as to the occurrence of any Secured Debt Default unless and until it is directed by an Act of Instructing Debtholders.

SECTION 5.9Actions by Collateral Trustee.  As to any matter not expressly provided for by this Agreement or the other Security Documents, the Collateral Trustee shall act or refrain from acting as directed by an Act of Instructing Debtholders and shall be fully protected if it does so , and any action taken, suffered or omitted pursuant to hereto or thereto shall be binding on the Secured Debtholders.

SECTION 5.10Security or Indemnity in favor of the Collateral Trustee.  The Collateral Trustee shall not be required to advance or expend any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder unless it has been provided with security or indemnity reasonably satisfactory to it against any and all liability or expense which may be incurred by it by reason of taking or continuing to take such action.

SECTION 5.11Rights of the Collateral Trustee.  In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Collateral held by the Collateral Trustee and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Trustee is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Trustee is in doubt as to what action it is required to take or not to take hereunder or under the other Security Documents, it shall be entitled to refrain from taking any action (and shall incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.

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SECTION 5.12Limitations on Duty of Collateral Trustee in Respect of Collateral.

(a)Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral.  The Collateral Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Collateral Trustee shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Trustee in good faith.

(b)The Collateral Trustee shall not be responsible for or obligated to make any investigation into, and shall be entitled to assume, the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Obligor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.  The Collateral Trustee hereby disclaims any representation or warranty to the present and future holders of the Secured Obligations concerning the perfection of the Liens and security interests granted hereunder or in the value of any of the Collateral.  The Collateral Trustee shall have no duty to ascertain or inquire as to or monitor the performance or observance of any of the terms of the Indenture, this Agreement or the Security Documents or Loan Documents of any other Person.

(c)The Collateral Trustee shall not be obligated to take any action under this Agreement or any other Security Document if taking such action (i) would subject the Collateral Trustee to a tax in any jurisdiction where it is not then subject to a tax and for which it has not been indemnified pursuant to Section 5.10 or (ii) would require the Collateral Trustee to qualify to do business in any jurisdiction where it is not then so qualified.

SECTION 5.13Assumption of Rights, Not Assumption of Duties.  Notwithstanding anything to the contrary contained herein, (a) each of the parties thereto shall remain liable under each of the Security Documents (other than this Agreement) to the extent set forth therein to perform all of their respective duties and obligations thereunder to the same extent as if this Agreement had not be executed, (b) the exercise by the Collateral Trustee of any of its rights, remedies or powers hereunder shall not release such parties from any of their respective duties or obligations under the other Security Documents and (c) the Collateral Trustee shall not be obligated to perform any of the obligations or duties of any of the parties thereunder other than the Collateral Trustee.

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SECTION 5.14No Liability for Clean Up of Hazardous Materials.  In the event that the Collateral Trustee is requested to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Trustee’s sole discretion may cause the Collateral Trustee to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response Cleanup and Liability Act or any similar Environmental Laws (collectively, “CERCLA”) or otherwise cause the Collateral Trustee to incur, or be exposed to, any Environmental Liability or any liability under CERCLA or any other federal, state or local law, the Collateral Trustee shall not be required to acquire such title and reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver.  The Collateral Trustee shall not be liable to any Person for any Environmental Liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge, Release or threatened Release of Hazardous Materials into the environment.

SECTION 5.15Additional Provisions Relating to the Collateral Trustee  (a)The Collateral Trustee may refuse to follow any direction that conflicts with law or this Agreement, the Indenture or (subject to Section 5.11 hereof) any of the Security Documents or that would involve the Collateral Trustee in personal liability; provided that the Collateral Trustee may take any other action deemed proper by the Collateral Trustee that is not inconsistent with such direction. Prior to taking any action under this Agreement or any of the Security Documents, the Collateral Trustee shall be entitled to indemnification reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action.

(b)The Collateral Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of its powers hereunder and under any Security Document, and neither it nor any of its officers, directors, employees or agents shall have any duty or liability or be responsible to any Obligor for any act or failure to act hereunder, except for its own gross negligence, bad faith or willful misconduct. Nothing contained in this Agreement shall be construed as requiring or obligating the Collateral Trustee, and the Collateral Trustee shall not, absent an Act of Instructing Debtholders, be required or obligated, to (i) present or file any claim or notice or take any action with respect to any Collateral or in connection therewith or (ii) notify any Obligor of any decline in the value of any Collateral.

(c)Neither the Collateral Trustee nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of a Obligor.

(d)No provision of this Agreement or any Security Document shall be deemed to impose any duty or obligation on the Collateral Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property

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or to exercise any such right, power, duty or obligation; and no permissive or discretionary power or authority available to the Collateral Trustee shall be construed to be a duty.

(e)The Collateral Trustee shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a Grantor or any of its Affiliates that is communicated to or obtained by the Person serving as the Collateral Trustee or any of its Affiliates in any capacity.

(f)In no event shall the Collateral Trustee be liable for any failure or delay in the performance of its obligations hereunder or under any of the other Security Documents because of circumstances beyond the Collateral Trustee’s control, including, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement, or the failure of equipment or interruption of communications or computer facilities, and other, causes beyond the Collateral Trustee’s control whether or not of the same class or kind as specifically named above.

(g)The Collateral Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any of the other Security Documents.

(h)Notwithstanding anything to the contrary contained in this Agreement or any of the other Security Documents, under no circumstances shall the Collateral Trustee be liable for any indirect, special, punitive, exemplary or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if such loss or damage was foreseeable or it has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)The Collateral Trustee shall have no liability to the Company for interest on any money received by it under this Agreement or any of the other Security Documents except as otherwise agreed in writing with the Company.

(j)Each Secured Party (other than the Trustee and Collateral Trustee) acknowledges that it has, independently and without reliance upon the Collateral Trustee, any Representative or any other Secured Party or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Secured Party also acknowledges that it will, independently and without reliance upon the Collateral Trustee, any Representative or any other Secured Party or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any related agreement or any document furnished hereunder or thereunder.

(k)The rights, privileges, protections, immunities and benefits given to the Collateral Trustee, including, without limitation, its right to be indemnified, are extended to,

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and shall be enforceable by, the Collateral Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

SECTION 5.16Merger of the Collateral Trustee.  Any Person into which the Collateral Trustee may be merged or converted, or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Collateral Trustee, shall be the successor of the Collateral Trustee under this Agreement and the other Security Documents without the execution or filing of any paper or any further act on the part of the parties hereto

SECTION 5.17Co-Collateral Trustee; Separate Collateral Trustee.   If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Document, the Collateral Trustee and each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and the Company (such approval not to be unreasonably withheld or delayed), either to act as co-trustee or co-trustees of all or any of the Collateral under this Agreement or under any of the other Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees of any of the Collateral.

(b)Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to Article 6, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:

(i)all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;

(ii)all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the other relevant Security Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers,

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duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;

(iii)no power given hereby or by the other relevant Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;

(iv)no separate trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder;

(v)the Collateral Trustee, at any time by a written and executed instrument, may accept the resignation of or remove any such separate trustee or co-trustee and, with an Act of Instructing Debtholders (not to be unreasonably withheld) and with the consent of the Company (not to be unreasonably withheld or delayed) if no Event of Default exists and the Company has certified in writing to the Collateral Trustee that no Event of Default exists may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding.  If the Company shall not have joined in the execution of any such instrument within 30 days after it receives a written request from the Collateral Trustee to do so, the Collateral Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency.  If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Collateral Trustee;

(vi)such separate trustee or co-trustee shall act as bailee and agent for and on behalf of the Collateral Trustee in order to perfect any Liens on the Collateral; and

(vii)all fees, expenses and indemnity obligations owed to such separate trustee or co-trustee shall be entitled to share ratably with the Collateral Trustee’s fees in the allocation of payments described in Section 3.4.

(l)Each separate trustee and co-trustee shall and agrees to (i) hold all Collateral in its possession (or which it controls or which is registered in its name including as lienholder or secured party) for the benefit of and as agent for perfection of and bailee for the Collateral Trustee and to perfect the security interest in and Liens on such Collateral created by the Security Documents to which it is a party, including to the extent that possession or control is taken to perfect a Lien thereon under the UCC (such bailment being intended, among other things, to satisfy the requirements of Section 8-301, 9-106 and 9-313 of the UCC), and (ii) comply with instructions and entitlement orders originated by the

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Collateral Trustee with respect to the Collateral without further consent by the Company or any other Grantors, and the Collateral Trustee agrees not to deliver any such instructions and orders unless instructed to do so by an Act of Instructing Debtholders.

ARTICLE 6.RESIGNATION AND REMOVAL OF THE COLLATERAL TRUSTEE

SECTION 6.1Resignation or Removal of Collateral Trustee.  Subject to the appointment of a successor Collateral Trustee as provided in Section 6.2 and the acceptance of such appointment by the successor Collateral Trustee, (a) the Collateral Trustee may resign at any time by giving not less than 30 days’ notice of resignation to each Secured Debt Representative and the Company and (b) the Collateral Trustee may be removed at any time, with or without cause, by an Act of Instructing Debtholders.

SECTION 6.2Appointment of Successor Collateral Trustee.  Upon any such resignation or removal, a successor Collateral Trustee may be appointed by an Act of Instructing Debtholders.  If no successor Collateral Trustee shall have been so appointed and shall have accepted such appointment within 30 days after the predecessor Collateral Trustee gave notice of resignation or was removed, the retiring Collateral Trustee may (at the expense of the Borrowers), at its option, appoint a successor Collateral Trustee, or petition a court of competent jurisdiction for appointment of a successor Collateral Trustee, which shall be a bank or trust company (a) authorized to exercise corporate trust powers, (b) having a combined capital and surplus of at least $100,000,000 and (c) maintaining an office in New York, New York.  The Collateral Trustee shall fulfill its obligations hereunder until a successor Collateral Trustee meeting the requirements of this Section 6.2 has accepted its appointment as Collateral Trustee and the provisions of Section 6.3 have been satisfied.

SECTION 6.3Succession.  When the Person so appointed as successor Collateral Trustee accepts such appointment:

(a)such Person shall succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Collateral Trustee, and the predecessor Collateral Trustee shall be discharged from its duties and obligations hereunder, and

(b)the predecessor Collateral Trustee shall promptly transfer all Liens and collateral security and other property of the Trust Estates within its possession or control to the possession or control of the successor Collateral Trustee and shall execute instruments and assignments as may be necessary or desirable or reasonably requested by the successor Collateral Trustee to transfer to the successor Collateral Trustee all Liens, interests, rights, powers and remedies of the predecessor Collateral Trustee in respect of the Security Documents or the Trust Estates.

Thereafter the predecessor Collateral Trustee shall remain entitled to enforce the immunities granted to it in Article 5 and the provisions of Sections 7.7 and 7.8.

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ARTICLE 7.MISCELLANEOUS PROVISIONS

SECTION 7.1Amendment.

(a)No amendment or supplement to the provisions of this Agreement or any other Security Document (to which the Collateral Trustee is a party) will be effective without the approval of the Collateral Trustee acting as directed by an Act of Instructing Debtholders, except that:

(i)any amendment or supplement that has the effect solely of (A) adding or maintaining Collateral, securing additional Secured Debt that was otherwise permitted by the terms of the Secured Debt Documents and this Agreement to be secured by the Collateral or preserving or perfecting the Liens thereon or the rights of the Collateral Trustee therein, (B) curing any ambiguity, defect or inconsistency in this Agreement, (C) providing any additional rights or benefits to the Secured Parties, (D) confirming any grant of Collateral permitted or required by this Agreement or any release or subordination of any Collateral or guarantee that is otherwise  permitted under the terms of this Agreement or  (E) correcting any typographical errors, drafting mistakes or other similar mistakes that do not modify the intended rights and obligations of the parties hereto, will become effective when executed and delivered by the Company or any other applicable Obligor party thereto and the Collateral Trustee;

(ii)no amendment or supplement that reduces, impairs or adversely affects the right of any Secured Debtholder (A) to vote its outstanding Secured Debt as to any matter described as subject to an Act of Instructing Debtholders (or amends the provisions of this clause (ii) or the definition of “Act of Instructing Debtholders”, “Actionable Default”, “Affiliated Credit Agreement”, “Affiliate”, “Credit Agreement Obligations”, “Credit Agreement”, “Discharge of Credit Agreement Obligations”, “Second Lien Debt”, “Second Lien Obligations”, “Priority Lien Debt” or “Priority Lien Obligations” or any of the defined terms contained in any of the preceding definitions), (B) to be a Secured Party and to share in the order and proportion of application described in Section 3.4 in the proceeds of enforcement of or realization on any Collateral, in each case that has not been released and/or subordinated in accordance with the provisions described in Section 4.1, (C) pursuant to Section 2.4, or (D) to require that Liens securing Secured Obligations be released and/or subordinated only as set forth in the provisions described in Section 4.1 shall become effective without the consent of the requisite percentage or number of holders under the applicable Secured Debt Document of each Series of Secured Debt so affected (including for the avoidance of doubt any so affected Affiliated Credit Agreement);

(iii)no amendment or supplement that imposes any obligation upon the Collateral Trustee or any Secured Debt Representative, respectively, in its capacity as such shall become effective without the consent of the Collateral Trustee or such Secured Debt Representative (including for the avoidance of doubt any so affected Secured Debt Representative under any Affiliated Credit Agreement), respectively;

(iv)no amendment or supplement that (A) increases the liabilities of, (B) affects the date of payment of Obligations of, (C) decreases the Obligations in respect of or (D) adversely affects the rights of, in each case, the Secured Debt Representative of any Series of Secured Debt (or the Secured Parties represented by it) disproportionately in relation to that of any other Series shall become effective without the consent of such

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Secured Debt Representative (including for the avoidance of doubt any so affected Secured Debt Representative under any Affiliated Credit Agreement); and

(v)any amendment or supplement to Section 3.8(c) will become effective at any time (including prior to the Discharge of Priority Lien Obligations) with the consent of the Company and the consents described in each of clause (i)(y) and clause (ii) of the definition of “Act of Instructing Debtholders” so long as such amendment or supplement does not conflict with the terms and provisions of any Secured Debt Documents (other than this Agreement).

The Collateral Trustee shall not enter into any such amendment or supplement unless it shall have received an Officers’ Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in any of the Secured Debt Documents.  Prior to executing any amendment or supplement pursuant to this Section 7.1, the Collateral Trustee shall be entitled to receive an opinion of counsel of the Company to the effect that the execution of such document is authorized or permitted hereunder, and with respect to amendments adding Collateral, an opinion of counsel of the Company addressing customary perfection, and if such additional Collateral consists of equity interests of any Person, priority, matters with respect to such additional Collateral.  Notwithstanding the foregoing, any amendment, supplement or other agreement regarding the provisions of the Security Documents that releases Collateral and/or subordinates the Collateral Trustee’s Lien on any Collateral will be effective only in accordance with the requirements set forth in Section 4.1.

(b)The Collateral Trustee, acting as directed by an Act of Instructing Debtholders, and the Obligors may, at any time and from time to time, without the consent of any Second Lien Secured Parties, enter into amendments or other written agreements supplemental to any Security Document that is a Priority Lien Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Security Document that is a Priority Lien Document or changing in any manner the rights of the holders of the Priority Lien Secured Parties or the Obligors thereunder.  Any amendment or waiver of, or any consent under, any provision of any Priority Lien Document that is a Security Document (except to the extent that such amendment, waiver or consent, would have the effect of releasing Collateral from the Junior Trust Estate not in accordance with Section 4.1) shall apply automatically to any comparable provision of any comparable Second Lien Document without the consent of or notice to any Second Lien Secured Parties and without any action by any Obligor or any Second Lien Secured Parties. The Company shall promptly notify the Second Lien Debt Representatives of any amendment or waiver of, or any consent under, any provision of any Priority Lien Document that is a Security Document that applies automatically to any comparable provision of any comparable Second Lien Document, which notice shall include a copy of such amendment, waiver or consent, as applicable, provided that the failure to give such notice shall not affect the validity of such amendment or waiver of, or consent under, the Priority Lien Documents or the Second Lien Documents.

(c)Without an Act of Instructing Debtholders, no Second Lien Document that is a Security Document (but that is not also a Priority Lien Document) may be amended,

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supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Lien Document that is a Security Document, would be inconsistent with any of the terms of the Priority Lien Documents or this Agreement. The Second Lien Secured Parties agree that each Second Lien Document that is a Security Document (but that is not also a Priority Lien Document) shall include the following language:

”Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Trustee pursuant to this Agreement and the exercise of any right or remedy by such Collateral Trustee hereunder are subject to the provisions of the Amended and Restated Collateral Trust Agreement dated as of [     ], 2017, among GenOn Energy, Inc. and NRG Americas, Inc., as Borrowers, the other Grantors party thereto, NRG Energy, Inc., as Administrative Agent under the Credit Agreement (as defined therein), The Bank of New York Mellon, as Trustee and The Bank of New York Mellon, as Collateral Trustee (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”).  In the event of any conflict between the terms of the Collateral Trust Agreement and this Agreement, the terms of the Collateral Trust Agreement shall govern.”

; provided, however, that if the jurisdiction in which any such Second Lien Document shall be filed prohibits the inclusion of the language above or would prevent a document containing such language to be recorded of record, the Second Lien Debt Representatives and the Priority Debt Representatives agree, prior to such Second Lien Document being entered into, to negotiate in good faith replacement language stating that the lien and security interest granted under such Second Lien Document is subject to the provisions of this Agreement.

SECTION 7.2Further Assurances.  Each Borrower and each of the other Obligors shall do or cause to be done all acts and things which may be required, or which the Collateral Trustee from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the holders of the applicable Secured Obligations, duly created and enforceable and except, with respect to any Series of Secured Debt to the extent not required to be perfected by the Secured Debt Documents relating to such Series of Secured Debt, perfected Liens upon the Collateral, including after-acquired Collateral and any property or assets which become Collateral pursuant to the definition thereof after the date hereof.

Upon the reasonable request of the Collateral Trustee at any time and from time to time, each Borrower and each of the other Obligors shall promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Collateral Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Secured Debt Documents for the benefit of the holders of Secured Obligations.

SECTION 7.3Successors and Assigns.

(a)Except as provided in Section 5.2 and Section 5.17, the Collateral Trustee may not, in its capacity as such, delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights shall be

54

null and void.  All obligations of the Collateral Trustee hereunder shall inure to the sole and exclusive benefit of, and be enforceable by, each Secured Debt Representative and each present and future holder of Secured Obligations, each of whom shall be entitled to enforce this Agreement as a third party beneficiary hereof, and all of their respective successors and assigns.

(b)No Borrower and no other Obligor may delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights shall be null and void.  All obligations of the Borrowers and the other Obligors hereunder shall inure to the sole and exclusive benefit of, and be enforceable by, the Collateral Trustee, each Secured Debt Representative and each present and future holder of Secured Obligations, each of whom shall be entitled to enforce this Agreement as a third party beneficiary hereof, and all of their respective successors and assigns.

SECTION 7.4Delay and Waiver.  No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Security Documents shall impair any such right, power or remedy or operate as a waiver thereof.  No single or partial exercise of any such right, power or remedy shall preclude any other or future exercise thereof or the exercise of any other right, power or remedy.  The remedies herein are cumulative and are not exclusive of any remedies provided by law.

SECTION 7.5Notices.  Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to the Collateral Trustee:	The Bank of New York Mellon
	101 Barclay Street, 7 West
	New York, NY 10286
	Attention: Beata Harvin
	Phone: (212) 815-6907
	Email: Beata.Harvin@bnymellon.com
If to the Company or any other Obligor:	GenOn Energy, Inc.
	804 Carnegie Center
	Princeton, NJ 08540
	Attention: Debbie Reyes
	Phone: (609) 524-5423
	Email: debbie.reyes@nrg.com
	with a copy (which shall not constitute notice) to
	Kirkland & Ellis LLP
	601 Lexington Avenue
	New York, NY 10022
	Attention: Andres Mena

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	Fax: (212) 446-6460
	Email: andres.mena@kirkland.com
	with a copy (which shall not constitute notice) to
	Kirkland & Ellis LLP
	300 North LaSalle St.
	Chicago, IL 60654
	Attention: Gerald Nowak
	Fax: (312) 862-2200
	Email: gerald.nowak@kirkland.com
If to the Administrative Agent:	NRG Energy, Inc.
	804 Carnegie Center
	Princeton, NJ 08540
	Attention: Michelle Goldis
	Phone: (609) 524-5423
	Email: michelle.goldis@nrg.com
If to the Trustee:	The Bank of New York Mellon
	101 Barclay Street, 7 West
	New York, NY 10286
	Attention: Beata Harvin
	Phone: (212) 815-6907
	Email: Beata.Harvin@bnymellon.com

and if to any other Secured Debt Representative, to such address as it may specify by written notice to the parties named above.

Each notice hereunder shall be in writing and may be personally served or sent by facsimile or United States mail or courier service and shall be deemed to have been given when delivered in Person or by courier service and signed for against receipt thereof, upon receipt of facsimile, or three business days after depositing it in the United States mail with postage prepaid and properly addressed.  Each party may change its address for notice hereunder to any other location within the continental United States by giving written notice thereof to the other parties as set forth in this Section 7.5.

Promptly following any Discharge of Priority Lien Obligations, each Priority Debt Representative with respect to each applicable Series of Priority Lien Debt that is so discharged shall provide written notice of such discharge to the Collateral Trustee and to each other Secured Debt Representative.

SECTION 7.6Entire Agreement.  This Agreement states the complete agreement of the parties relating to the undertaking of the Collateral Trustee set forth herein and the subject matter hereof and supersedes all oral negotiations and prior writings in respect of such undertaking.

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SECTION 7.7Compensation; Expenses.

The Obligors jointly and severally agree to pay, promptly upon demand:

(a)such compensation to the Collateral Trustee and its agents, co-agents and sub-agents as the Company and the Collateral Trustee shall agree in writing from time to time;

(b)all reasonable costs and expenses incurred in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Security Document or any consent, amendment, waiver or other modification relating thereto;

(c)all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Secured Debt Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Security Documents or any consent, amendment, waiver or other modification relating thereto and any other document or matter requested by the Company;

(d)all reasonable costs and expenses of creating, perfecting, releasing or enforcing the Collateral Trustee’s security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums;

(e)all other reasonable costs and expenses incurred by the Collateral Trustee or any Secured Debt Representative in connection with the negotiation, preparation and execution of the Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and

(f)after the occurrence of any Secured Debt Default, all costs and expenses incurred by the Collateral Trustee or any Secured Debt Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Secured Obligations in any Bankruptcy Case or Insolvency Proceeding, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee or the Secured Debt Representatives.

The agreements in this Section 7.7 shall survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Trustee.

SECTION 7.8Indemnity.

(a)The Obligors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral Trustee and each of its Affiliates and each and all of the directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective

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heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided, that no Indemnitee shall be entitled to indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability is found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(b)All amounts due under Section 7.8(a) shall be payable upon demand.

(c)To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.8(a) may be unenforceable in whole or in part because they are violative of any law or public policy, each of the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(d)No Obligor shall ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Secured Debt Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each of the Obligors hereby forever waives, releases and agrees not to sue upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(e)The agreements in this Section 7.8 shall survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Trustee.

SECTION 7.9Severability.  If any provision of this Agreement is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, shall not in any way be affected or impaired thereby.

SECTION 7.10Headings.  Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

SECTION 7.11Obligations Secured.  Except as set forth in Section 2.6, all obligations of the Obligors set forth in or arising under this Agreement shall be Secured Obligations and are secured by all Liens granted by the Security Documents.

SECTION 7.12Governing Law.  This Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction (other than Section 5-1401 of the New York General Obligations Law).

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SECTION 7.13Consent to Jurisdiction.  All judicial proceedings brought against any party hereto arising out of or relating to this Agreement or any of the other Security Documents may be brought in any state or federal court of competent jurisdiction in the State, County and City of New York.  By executing and delivering this Agreement, each Obligor, for itself and in connection with its properties, irrevocably (a) accepts generally and unconditionally the exclusive jurisdiction and venue of such courts (other than with respect to any action or proceeding by the Collateral Trustee, any Secured Debt Representative or any Obligor in respect of rights under any Security Document governed by laws other than the laws of the State of New York or with respect to any Collateral subject thereto), (b) waives any defense of forum non conveniens, (c) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with Section 7.5, (d) agrees that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court and otherwise constitutes effective and binding service in every respect and (e) agrees each party hereto retains the right to serve process in any other manner permitted by law or to bring proceedings against any party in the courts of any other jurisdiction.

SECTION 7.14Waiver of Jury Trial.  Each party hereto hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising under this Agreement or any of the other Security Documents or any dealings between them relating to the subject matter of this Agreement or the intents and purposes of the other Security Documents.  The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement or the intents and purposes of the other Security Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims.  Each party hereto acknowledges that this waiver is a material inducement to enter into a business relationship, that each party hereto has already relied on this waiver in entering into this Agreement, and that each party hereto will continue to rely on this waiver in its related future dealings.  Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel.  This waiver is irrevocable, meaning that it may not be modified either orally or in writing (other than by a mutual written waiver specifically referring to this Section 7.14 and executed by each of the parties hereto), and this waiver shall apply to any subsequent amendments, renewals, supplements or modifications of or to this Agreement or any of the other Security Documents or to any other documents or agreements relating thereto.  In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

SECTION 7.15Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission (including in .pdf or .tif format) shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 7.16Effectiveness.  This Agreement shall become effective upon the execution of a counterpart hereof by the Borrowers, each other Grantor under the Existing

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Collateral Trust Agreement, the Administrative Agent, the Trustee and the Collateral Trustee, acting as directed by an Act of Instructing Debtholders.

SECTION 7.17Additional Obligors.  The Borrowers shall cause each Subsidiary that becomes an Obligor or is required by any Secured Debt Document to become a party to this Agreement to become a party to this Agreement, for all purposes of this Agreement, by causing such Subsidiary to execute and deliver to the parties hereto a Collateral Trust Joinder, whereupon such Subsidiary shall be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof.  The Company agrees to provide each Secured Debt Representative with a copy of each Collateral Trust Joinder executed and delivered pursuant to this Section.

SECTION 7.18Continuing Nature of this Agreement.  This Agreement, including the subordination provisions hereof, shall be reinstated if at any time any payment or distribution in respect of any of the Priority Lien Obligations is rescinded or must otherwise be returned in an Insolvency Proceeding or a Bankruptcy Case or otherwise by any of the Priority Lien Secured Parties or any representative of any such party (whether by demand, settlement, litigation or otherwise).  In the event that all or any part of a payment or distribution made with respect to the Priority Lien Obligations is recovered from any of the Priority Lien Secured Parties in an Insolvency Proceeding or a Bankruptcy Case or otherwise (and whether by demand, settlement, litigation or otherwise), any payment or distribution received by any of the Second Lien Secured Parties with respect to the Second Lien Obligations from the proceeds of any Collateral or any title insurance policy or, subject to the terms of the Security Documents, any other insurance policy in respect of any Collateral at any time after the date of the payment or distribution that is so recovered, whether pursuant to a right of subrogation or otherwise, shall be deemed to have been received by the Second Lien Secured Parties in trust as property for the Priority Lien Secured Parties and the Second Lien Secured Parties shall forthwith deliver such payment or distribution to the Collateral Trustee, for the benefit of the Priority Lien Secured Parties, for application to the Priority Lien Obligations until such Priority Lien Obligations shall have been paid in full in cash and all commitments in respect of Priority Lien Obligations shall have been terminated.

SECTION 7.19Insolvency.  This Agreement shall be applicable both before and after the commencement of any Insolvency Proceeding or Bankruptcy Case by or against any Obligor.  The rights provided for in this Agreement shall continue after the commencement of any such Insolvency Proceeding or Bankruptcy Case on the same basis as prior to the date of the commencement of any such case, as provided in this Agreement.

SECTION 7.20Rights and Immunities of Secured Debt Representatives.  The Administrative Agent shall be entitled to all of the rights, protections, immunities and indemnities set forth in the Credit Agreement, the Trustee shall be entitled to all of the rights, protections, immunities and indemnities set forth in the Indenture and any future Secured Debt Representative shall be entitled to all of the rights, protections, immunities and indemnities set forth in the credit agreement, indenture or other agreement governing the applicable Secured Debt with respect to which such Person shall act as representative, in each case as if specifically set forth herein.  In no event shall any Secured Debt Representative be liable for any act or omission on the part of the Obligors or the Collateral Trustee hereunder.

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SECTION 7.21Perfection of Junior Trust Estate.  Solely for purposes of perfecting the Lien of the Collateral Trustee in its capacity as agent of the holders of Second Lien Obligations and the Second Lien Debt Representatives in any portion of the Junior Trust Estate or Collateral in the possession of the Collateral Trustee (or its agents or bailees) as part of the Senior Trust Estate including, without limitation, any instruments, goods, negotiable documents, tangible chattel paper, certificated securities or money, the Collateral Trustee, the holders of Priority Lien Obligations and the Priority Debt Representatives hereby acknowledge that the Collateral Trustee also holds and/or takes possession of such property (including, without limitation, for purposes of Sections 8-106, 8-301 and 9-313 of the UCC) for the benefit of the holders of Second Lien Obligations and the Second Lien Debt Representatives.

SECTION 7.22Voting.  Following and in accordance with the outcome of the applicable vote under its Secured Debt Documents, the Secured Debt Representative of each Series of Secured Debt will cast all of its votes as a block in respect of any vote under this Agreement.

SECTION 7.23Effect of Amendment and Restatement of Existing Collateral Trust Agreement.  (a)      On the date hereof, the Existing Collateral Trust Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Collateral Trust Agreement shall thereafter be deemed replaced and superseded in all respects by this Agreement, except to evidence any action or omission performed or required to be performed pursuant to the Existing Collateral Trust Agreement prior to the date hereof.  As used in this Agreement, the terms “Agreement,” “this Agreement,” “herein,” “hereinafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean, from and after the replacement of the terms of the Existing Collateral Trust Agreement by the terms of this Agreement, this Agreement.  The parties hereto acknowledge and agree that (i) this Agreement and the Security Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” under the Existing Collateral Trust Agreement or the Security Documents as in effect prior to the date hereof and which remain outstanding as of the date hereof, (ii) the “Obligations” under the Existing Collateral Trust Agreement and the Security Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to the terms herein) and (iii) the Liens and security interests as granted under the applicable Security Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and are reaffirmed hereby.

(b)On and after the date hereof, (i) all references to the Existing Collateral Trust Agreement or to the terms defined therein in the Security Documents and in the Secured Debt Documents shall be deemed to refer to this Agreement and the terms defined herein, (ii) all references to any section (or subsection) of the Existing Collateral Trust Agreement in any Security Document shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the date hereof, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Collateral Trust Agreement, as amended and restated hereby.

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(c)This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Security Document, all terms and conditions of the Security Documents remain in full force and effect unless otherwise specifically amended hereby or by any Security Document.  Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Secured Party or the Collateral Trustee, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Collateral Trust Agreement or this Agreement or any other provision of the Existing Collateral Trust Agreement or this Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle any Borrower, any other Obligor or any other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained herein in similar or different circumstances.

ARTICLE 8.SPECIAL PROVISIONS

SECTION 8.1Calculation of Obligations under Commodity Hedging Agreements.  Any calculation of obligations outstanding under a Priority Lien Commodity Hedging Agreement or a Second Lien Commodity Hedging Agreement for purposes of this Agreement or any other Security Document shall be made based on the Hedge Outstanding Amount thereunder.

SECTION 8.2Limitations on Rights of Holders of Second Lien Commodity Hedging Obligations.  Notwithstanding any rights otherwise granted to the Second Lien Secured Parties herein or in any other Security Document, in no event shall any holder of Second Lien Commodity Hedging Obligations be entitled to (x) foreclose on or initiate remedies or otherwise take any action with respect to the Collateral or under the Security Documents or (y) exercise any voting or consent right with respect to the Collateral or under the Security Documents, including with respect to requests for releases and/or subordination of Liens, sales, transfers or other dispositions of Collateral or amendments to the Security Documents, unless either of the following conditions is satisfied (but subject in all cases to the rights of holders of Priority Lien Obligations):

(a)holders of Second Lien Obligations other than Second Lien Commodity Hedging Obligations initiate foreclosure remedies or other actions against the Collateral; or

(b)the Borrowers and the other Obligors owe less than $10,000,000 in aggregate principal amount of Second Lien Debt for Borrowed Money to Persons that are not Affiliates of the Borrowers;

provided that (i) the provisions of this Section 8.2 shall not apply after the Discharge of Priority Lien Obligations and the Discharge of Second Lien DFBM Obligations, (ii) the provisions of this Section 8.2 shall not apply with respect to the exercise of voting and consent rights under the proviso to Sections 4.1(a)(y)(iv) and 7.1(a)(ii) and (iii) at all times before and after the occurrence of the events described in clauses (a) and (b) above, the consent of a holder of Second

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Lien Commodity Hedging Obligations shall be required at all times with respect to (x) changes in the priority of such holder’s Lien or (y) other changes or actions under the Security Documents as to which such holder is disproportionately impacted relative to other holders of Second Lien Obligations.

SECTION 8.3Limitations on Rights of Holders of Priority Lien Commodity Hedging Obligations.  Notwithstanding any rights otherwise granted to the Priority Lien Secured Parties herein or in any other Security Document, in no event shall any holder of Priority Lien Commodity Hedging Obligations be entitled to (x) foreclose on or initiate remedies or otherwise take any action with respect to the Collateral or under the Security Documents or (y) exercise any voting or consent right with respect to the Collateral or under the Security Documents, including with respect to requests for releases and/or subordination of Liens, sales, transfers or other dispositions of Collateral or amendments to the Security Documents, unless holders of Priority Lien Obligations other than Priority Lien Commodity Hedging Obligations have initiated foreclosure remedies or other actions against the Collateral; provided that (i) the provisions of this Section 8.3 shall not apply after the Discharge of Priority Lien DFBM Obligations, (ii) the provisions of this Section 8.3 shall not apply with respect to the exercise of voting and consent rights under the proviso to Section 4.1(a)(y)(iv) and under Section 7.1(a)(ii) and (iii) the consent of a holder of Priority Lien Commodity Hedging Obligations shall be required at all times with respect to (x) changes in the priority of such holder’s Lien or (y) other changes or actions under the Security Documents as to which such holder is disproportionately impacted relative to other holders of Priority Lien Obligations.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Collateral Trust Agreement to be executed by their respective officers or representatives hereunto duly authorized as of the day and year first above written.

The Borrowers:

GENON ENERGY, INC., as a Borrower

By:

Name: Gaetan Frotte

Title: Treasurer

NRG AMERICAS, INC. (f/k/a GENON AMERICAS, INC.), as a Borrower

By:

Name: Gaetan Frotte

Title: Treasurer

[Amended & Restated CTA]

The Grantors:
	GENON ENERGY HOLDINGS, INC.
	GENON ENERGY MANAGEMENT, LLC
	GENON ENERGY SERVICES, LLC
	GENON MID-ATLANTIC DEVELOPMENT, LLC
	GENON POWER OPERATING SERVICES MIDWEST, INC.
	HUDSON VALLEY GAS CORPORATION
	MIRANT NEW YORK SERVICES, LLC
	MIRANT POWER PURCHASE, LLC
	NRG BOWLINE LLC
	NRG CALIFORNIA NORTH LLC
	NRG CANAL LLC
	NRG FLORIDA GP, LLC
	NRG LOVETT DEVELOPMENT I LLC
	NRG LOVETT LLC
	NRG NEW YORK LLC
	NRG NORTH AMERICA LLC
	NRG NORTHEAST GENERATION, INC.
	NRG NORTHEAST HOLDINGS, INC.
	NRG POTRERO LLC
	NRG POWER GENERATION ASSETS LLC
	NRG POWER GENERATION LLC
	NRG POWER MIDWEST GP LLC
	NRG SABINE (DELAWARE), INC.
	NRG SABINE (TEXAS), INC.
	NRG WHOLESALE GENERATION GP LLC
	ORION POWER NEW YORK GP, INC.
	ORION POWER NEW YORK LP, LLC
	RRI ENERGY SERVICES, LLC
	By:
		Name: Gaetan Frotte
		Title: Treasurer

[Amended & Restated CTA]

MIRANT INTELLECTUAL ASSET MANAGEMENT AND MARKETING, LLC
MNA FINANCE CORP.
RRI ENERGY BROADBAND, INC.
RRI ENERGY CHANNELVIEW
(DELAWARE) LLC
RRI ENERGY CHANNELVIEW (TEXAS) LLC
RRI ENERGY COMMUNICATIONS, INC.
RRI ENERGY TRADING EXCHANGE, INC.
RRI ENERGY VENTURES, INC.
RRI ENERGY SERVICES CHANNELVIEW LLC
RRI ENERGY SERVICES DESERT BASIN, LLC
RRI ENERGY SOLUTIONS EAST LLC
By:
	Name: Gaetan Frotte
	Title: President & Treasurer
GENON AMERICAS PROCUREMENT, INC.
GENON ASSET MANAGEMENT, LLC
GENON SPECIAL PROCUREMENT, INC.
By:
	Name: Rachel Smith
	Title: Treasurer
NRG FLORIDA LP
By: NRG Florida GP, LLC, its General Partner
By:
	Name: Gaetan Frotte
	Title: Treasurer
NRG POWER MIDWEST LP
By: NRG Power Midwest GP LLC, its General Partner
By:
	Name: Gaetan Frotte
	Title: Treasurer

[Amended & Restated CTA]

NRG WHOLESALE GENERATION LP
By: NRG Wholesale Generation GP LLC, its General Partner
By:
	Name: Gaetan Frotte
	Title: Treasurer
ORION POWER NEW YORK, L.P.
By: Orion Power New York GP, Inc., its General Partner
By:
	Name: Gaetan Frotte
	Title: Treasurer
RRI ENERGY CHANNELVIEW LP
By: RRI Energy Channelview (Texas) LLC, its General Partner
By:
	Name: Gaetan Frotte
	Title: President & Treasurer

[Amended & Restated CTA]

The Collateral Trustee:
THE BANK OF NEW YORK MELLON, as Collateral Trustee
By:
	Name:
	Title:

[Amended & Restated CTA]

The Existing Collateral Trustee:
U.S. Bank National Association, as Existing Collateral Trustee
By:
	Name:
	Title:

[Amended & Restated CTA]

The Administrative Agent:
NRG Energy, Inc., as Administrative Agent
By:
By:
	Name:
	Title:

[Amended & Restated CTA]

The Trustee:
THE BANK OF NEW YORK MELLON, as Trustee
By:
By:
	Name:
	Title:

[Amended & Restated CTA]

Exhibit A to

Amended and Restated Collateral Trust Agreement

Collateral Trust Joinder – New Representative

[    ], 20[     ]

Reference is made to the Amended and Restated Collateral Trust Agreement, dated as of [   ], 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement;” capitalized terms used but not defined herein have the meanings assigned to such terms in the Collateral Trust Agreement), by and among GenOn Energy, Inc. and NRG Americas, Inc., as Borrowers, the other Grantors party thereto, NRG Energy, Inc., as Administrative Agent under the Credit Agreement (as defined therein), The Bank of New York Mellon, as Trustee and The Bank of New York Mellon, as Collateral Trustee.

1. Joinder.  The undersigned,                      , a                , (the “New Representative”) as [trustee, administrative agent] under that certain [describe applicable indenture, credit agreement or other document governing the additional secured debt] hereby agrees to become party as [a Second Lien Debt Representative] [a Priority Debt Representative] under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

2. Lien Sharing and Priority Confirmation.

[Option A: to be used if Additional Debt is Second Lien Debt]  The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as Second Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Second Lien Debt, each current and future Priority Debt Representative, each other current and future Second Lien Debt Representative and each current and future Priority Lien Secured Party and Second Lien Secured Party and as a condition to the Series of Secured Debt Represented by it being treated as Secured Debt under the Collateral Trust Agreement and the other Security Documents that:

(a)as provided by Section 2.5 of the Collateral Trust Agreement, and subject to Section 2.6 of the Collateral Trust Agreement, all Second Lien Obligations will be and are secured Equally and Ratably by all Second Liens at any time granted by the Borrower or any other Obligor to secure any Obligations in respect of any Series of Second Lien Debt, and that all such Second Liens will be enforceable by the Collateral Trustee for the benefit of all Second Lien Secured Parties Equally and Ratably;

(b)the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as Second

Lien Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Second Liens and the order of application of proceeds from the enforcement of Second Liens; and

(c)the Collateral Trustee shall perform its obligations under and in accordance with the Collateral Trust Agreement and the other Security Documents.

[Option B: to be used if Additional Debt is Priority Lien Debt]  [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Debt Representative, hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and Second Lien Debt, each current and future Second Lien Debt Representative, each other existing and future Priority Debt Representative and each current and future Priority Lien Secured Party and Second Lien Secured Party and as a condition to the Series of Secured Debt represented by it being treated as Secured Debt under the Collateral Trust Agreement and other Security Documents that:

(a)as provided by Section 2.5 of the Collateral Trust Agreement, and subject to Section 2.6 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured Equally and Ratably by all Priority Liens at any time granted by the Borrowers or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties Equally and Ratably;

(b)the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and

(c)the Collateral Trustee shall perform its obligations under and in accordance with the Collateral Trust Agreement and the other Security Documents.]

3. Releases. The undersigned acknowledges and agrees that the Lien held by the Collateral Trustee for its benefit may be released and/or subordinated without the undersigned’s consent pursuant to the terms of Article 4 of the Collateral Trust Agreement.

4. Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the Collateral Trust Agreement shall apply with like effect to this Collateral Trust Joinder.

[Signature pages follow]

[Amended & Restated CTA]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Collateral Trust Joinder as of the day and year first above written.

[                                                     ]
By:
	Name:
	Title:

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee for the New Representative and the holders of the Obligations represented thereby:

THE BANK OF NEW YORK MELLON,

as Collateral Trustee

By:

Name:

Title:

Exhibit B to

Amended and Restated Collateral Trust Agreement

Collateral Trust Joinder – New Obligor

[     ], 20[     ]

Reference is made to the Amended and Restated Collateral Trust Agreement, dated as of [   ], 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement;” capitalized terms used but not defined herein have the meanings assigned to such terms in the Collateral Trust Agreement), by and among GenOn Energy, Inc. and NRG Americas, Inc., as Borrowers, the other Grantors party thereto, NRG Energy, Inc., as Administrative Agent under the Credit Agreement (as defined therein), The Bank of New York Mellon, as Trustee and The Bank of New York Mellon, as Collateral Trustee.

1. Joinder.  The undersigned,                      , a                , hereby agrees to become party as a Grantor and an Obligor under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

2.  Governing Law and Miscellaneous Provisions.  The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

[Signature pages follow]

[Amended & Restated CTA]

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of                    , 20    .

[                                                     ]

By:

Name:

Title:

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee with respect to the Collateral pledged by the new Grantor:

THE BANK OF NEW YORK MELLON, as Collateral Trustee

By:

Name:

Title:

AMENDED AND RESTATED SECURITY AGREEMENT

dated as of [        ], 2017

made by

GENON ENERGY, INC.,

NRG AMERICAS, INC.

and certain of their Subsidiaries

in favor of

THE BANK OF NEW YORK MELLON,

as Collateral Trustee,

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINED TERMS	3
1.1.	Definitions	3
1.2.	Other Definitional Provisions	16
SECTION 2.	[RESERVED]	17
SECTION 3.	GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL	17
SECTION 4.	REPRESENTATIONS AND WARRANTIES	19
4.1.	Title; No Other Liens	19
4.2.	Perfected Liens	19
4.3.	[Reserved]	19
4.4.	.	19
4.4.	Name, Jurisdiction of Organization, Etc.	19
4.5.	Inventory and Equipment	20
4.6.	[Reserved.]	20
4.7.	Investment Property	20
4.8.	[Reserved.]	21
4.9.	[Reserved	21
4.10.	Intellectual Property	21
4.11.	[Reserved]	22
4.12.	Commercial Tort Claims	22
SECTION 5.	COVENANTS	22
5.1.	Delivery and Control of Instruments, Certificated Securities, Chattel Paper, Negotiable Documents, Investment Property and Letter of Credit Rights	23
5.2.	[Reserved]	23
5.3.	Maintenance of Perfected Security Interest; Further Documentation	24
5.4.	Changes in Location, Name, Jurisdiction of Incorporation, etc.	24
5.5.	[Reserved	24
5.6.	Investment Property	24
5.7.	Intellectual Property	26
5.8.	Commercial Tort Claims	26
5.9.	Deposit and Securities Accounts	26
5.10.	Updated Schedules	27
SECTION 6.	REMEDIAL PROVISIONS	27
6.1.	Certain Matters Relating to Receivables	27
6.2.	Communications with Obligors; Grantors Remain Liable	28
6.3.	Pledged Securities	28
6.4.	Intellectual Property; Grant of License	29
6.5.	Intellectual Property Litigation and Protection	30

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		Page
6.6.	Proceeds to Be Turned Over to Collateral Trustee	30
6.7.	Application of Proceeds	30
6.8.	Code and Other Remedies	31
6.9.	Securities Law Issues	32
6.10.	Deficiency	32
6.11.	Separate Liens	32
SECTION 7.	THE COLLATERAL TRUSTEE	33
7.1.	Collateral Trustee’s Appointment as Attorney-in-Fact, etc.	33
7.2.	Duty of Collateral Trustee	34
7.3.	Authorization of Financing Statements	35
7.4.	Authority of Collateral Trustee	35
7.5.	Access to Collateral, Books and Records; Other Information	35
7.6.	The Collateral Trustees	36
7.7.	. The Collateral Trustee shall have all of the rights (including indemnification rights), powers, benefits, privileges, protections, indemnities and immunities granted to the Collateral Trustee under the Collateral Trust Agreement, all of which are incorporated herein mutatis mutandis	36
SECTION 8.	MISCELLANEOUS	36
8.1.	Amendments in Writing	36
8.2.	Notices	36
8.3.	No Waiver by Course of Conduct; Cumulative Remedies	36
8.4.	Additional Secured Debt Representative	37
8.5.	Enforcement Expenses; Indemnification	37
8.6.	Successors and Assigns	37
8.7.	Set-Off	37
8.8.	Counterparts	38
8.9.	Severability	38
8.10.	Section Headings	38
8.11.	Integration	38
8.12.	APPLICABLE LAW	38
8.13.	Submission to Jurisdiction; Waivers	38
8.14.	Acknowledgments	39
8.15.	Additional Grantors	39
8.16.	Releases	39
8.17.	Conflicts	39
8.18.	WAIVER OF JURY TRIAL	40
8.19.	Effect of Amendment and Restatement of Existing Security Agreement	40
8.20.	Release. Each Released Grantor is hereby released from the Existing Security Agreement and any obligations thereunder and the Collateral Trustee hereby agrees that they shall have no obligations under this Agreement, and that all Liens on any property of any Released Grantors shall be and are hereby automatically released, discharged and terminated;	41

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Exhibits:
Exhibit A	[Reserved]
Exhibit B	[Reserved]
Exhibit C	[Reserved]
Exhibit D	[Reserved]
Exhibit E	Form of Intellectual Property Security Agreement
Annexes:
Annex 1	Assumption Agreement
Schedules:
Schedule 4.2(a)	Filings and Other Actions Required to Perfect Security Interests
Schedule 4.3	Organizational Information
Schedule 4.6(a)	Description of Equity Instruments
Schedule 4.6(b)	Description of Pledged Debt Instruments
Schedule 4.6(c)	Description of Pledged Accounts
Schedule 4.9	Intellectual Property
Schedule 4.11	Commercial Tort Claims
Schedule 8.2	Notice Addresses of Grantors

i

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of [     ], 2017, made by GenOn Energy, Inc., a Delaware corporation (the “Company”), NRG Americas, Inc. (f/k/a GenOn Americas, Inc.), a Delaware corporation (“GAI”), each of the other Grantors from time to time party hereto, in favor of The Bank of New York Mellon, in its capacity as Collateral Trustee for the Priority Lien Secured Parties, the Second Lien Secured Parties and their respective Priority Debt Representatives and Second Lien Representatives from time to time entitled to the benefits of the Amended and Restated Collateral Trust Agreement, dated as of [     ], 2017 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement”), among the Company, GAI, the other Grantors party thereto, NRG Energy, Inc., a Delaware corporation, as Administrative Agent under the Credit Agreement (as defined below) (the “Administrative Agent”), The Bank of New York Mellon as Trustee under the Indenture (as defined below) (the “Trustee”), the Collateral Trustee and the other parties from time to time party thereto.

W I T N E S S E T H:

WHEREAS, the Company, GAI, each other Grantor party thereto, the Collateral Trustee, the Administrative Agent and the other parties thereto, are parties to the Security Agreement, dated as of December 3, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Security Agreement”);

WHEREAS, on the date hereof, substantially contemporaneous with the amendment and restatement of the Existing Security Agreement by this Agreement, the Company, GAI, the Administrative Agent, the Trustee, the other Grantors and the Collateral Trustee have agreed to amend and restate in its entirety the Existing Collateral Trust Agreement (as defined below) by entering into the Collateral Trust Agreement;

WHEREAS, each of the Company and GAI is a member of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement, the Indenture and each other Series of Secured Debt have been or will be used to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Company, GAI and the other Grantors are engaged in related businesses, and each Grantor will derive (or has derived) substantial direct and indirect benefit from the extensions of credit under the Credit Agreement, the Indenture and each other Series of Secured Debt;

WHEREAS, it is a condition precedent to the obligation of the Secured Parties to make and continue to make their respective extensions of credit to the Company and the other Grantors under their respective Secured Debt Documents that the Grantors shall have executed and delivered this Agreement to the Collateral Trustee for the benefit of the Secured Parties;

WHEREAS, pursuant to the Existing Security Agreement, certain of the Grantors have secured (a) the Obligations under the Credit Agreement and any other existing or future Priority Lien Debt on a first priority basis and (b) subject to such priority, the Obligations under any existing or future Second Lien Debt on a second priority basis, in the case of each of clauses (a) and (b), with Liens on all present and future Collateral to the extent that such Liens have been provided thereunder;

WHEREAS, except as set forth immediately below, the Grantors intend to continue to secure (a) the Obligations under the Credit Agreement, the Indenture and any other existing and/or future Priority Lien Debt on a first priority basis and (b) subject to such priority, the Obligations under any existing and/or future Second Lien Debt on a second priority basis, in the case of each of clauses (a) and (b), with Liens on all present and future Collateral to the extent that such Liens have been provided for hereunder;

WHEREAS, as of the date hereof, each existing Grantor (prior to giving effect to this Agreement) party to the Existing Security Agreement that is not party hereto (collectively, the “Released Grantors”) is being released from its guarantee, if any, under the Guarantee Agreement (as defined in the Credit Agreement) and is hereby being released as Grantor under the Existing Security Agreement and the Collateral Trustee hereby releases each of the Released Grantors from their obligations and the Existing Security Agreement and agrees that they shall have no further obligations under this Agreement, and all Liens on the property of such Released Grantors granted pursuant to the Existing Security Agreement shall be and are hereby discharged and terminated;

WHEREAS, the Company, GAI and the other Grantors have entered into the Collateral Trust Agreement which sets forth the terms on which each Secured Party has appointed the Collateral Trustee as trustee for the present and future holders of the Secured Obligations to receive, hold, maintain, administer and distribute the Collateral at any time delivered to the Collateral Trustee and to enforce the Security Documents, including this Agreement, and all interests, rights, powers and remedies of the Collateral Trustee in respect thereof or thereunder and the proceeds thereof;

WHEREAS, the Company has requested that the Existing Security Agreement be amended and restated in its entirety to make certain changes as more fully set forth below; and

WHEREAS, to accomplish the foregoing, the Collateral Trustee acting as directed by an Act of Instructing Debtholders is willing to consent to the amendment and restatement of the Existing Security Agreement in its entirety by this Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Secured Parties to enter into the Secured Debt Documents and to induce such Secured Parties to continue to make their respective extensions of credit to the applicable Grantors thereunder, each Grantor and the Collateral Trustee, acting as directed by an Act of Instructing Debtholders, hereby agrees that the Existing Security Agreement be amended and restated to read in its entirety as follows:

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SECTION 1.         DEFINED TERMS

1.1.         Definitions.           (a)  Unless otherwise defined herein, capitalized terms defined in the Collateral Trust Agreement and used herein shall have the meanings given to them in the Collateral Trust Agreement, and the following capitalized terms are used herein as defined in the New York UCC (and if defined in more than one Article of the New York UCC shall have the meanings given in Article 9 thereof):  Accounts, Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Commodity Contract, Commodity Intermediary, Deposit Account, Documents, Electronic Chattel Paper, Equipment, Farm Products, Financial Asset, Fixtures, General Intangibles, Goods, Instruments, Inventory, Letter of Credit, Letter of Credit Rights, Money, Payment Intangibles, Securities Account, Securities Intermediary, Security, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

(b)           The following terms shall have the following meanings:

“Administrative Agent” shall have the meaning assigned to such term in the preamble.

“Agreement” shall mean this Amended and Restated Security Agreement, as the same may be amended, restated, amended and restated, supplemented, modified or replaced from time to time.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which commercial banks in New York City are authorized or required by law to close.

“Capital Stock” shall mean (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Closing Date” shall mean [     ], 2017.(1)

“Collateral” shall mean, with respect to any Grantor, all of the personal property of such Grantor, including, in any event, the property described in items (i) through (xx) below, in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest:

(i)            all Accounts;

(1)           NTD: to be the Escrow Release Date.

3

(ii)           all Chattel Paper;

(iii)          all Collateral Accounts and all Collateral Account Funds;

(iv)          all Commercial Tort Claims from time to time specifically described on Schedule 4.11;

(v)           all Contracts;

(vi)          all Deposit Accounts;

(vii)         all Documents;

(viii)        all Equipment;

(ix)          all Fixtures;

(x)           all General Intangibles;

(xi)          all Goods;

(xii)         all Instruments;

(xiii)        all Intellectual Property;

(xiv)        all Inventory;

(xv)         all Investment Property;

(xvi)        all Letters of Credit and Letter of Credit Rights;

(xvii)       all Money;

(xviii)      all Pledged Securities;

(xix)        all books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time pertain to or evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and

(xx)         to the extent not otherwise included, all other property, whether tangible or intangible, of such Grantor and all Proceeds and products accessions, rents and profits of any and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any Person with respect to any of the foregoing;

provided, however, that notwithstanding any of the other provisions set forth in Section 3, this Agreement shall not, at any time, constitute a grant of a security interest

4

in, and the term “Collateral” does not include, any property that is an Excluded Asset (other than any Proceeds of such Excluded Assets unless such Proceeds would otherwise independently constitute Excluded Assets); and provided, further, that if and when any property shall cease to be an Excluded Asset, the right, title, power and interest of each applicable Grantor in and to such property shall be deemed at all times from and after the date thereof to constitute Collateral.

“Collateral Account” shall mean any collateral account established by the Collateral Trustee as provided in Section 6.1 or 6.6.

“Collateral Account Funds” shall mean, collectively, the following from time to time on deposit in a Collateral Account (in each case, other than Excluded Assets): all funds (but excluding all trust monies), investments (including all cash equivalents) credited to, or purchased with funds from, any Collateral Account and all certificates and instruments from time to time representing or evidencing such investments; all notes, certificates of deposit, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Collateral Trustee for or on behalf of any Grantor in substitution for, or in addition to, any or all of the Collateral; and all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the items constituting Collateral.

“Collateral Trustee” shall mean The Bank of New York Mellon, in its capacity as Collateral Trustee under the Collateral Trust Agreement, and its successors and assigns in such capacity.

“Collateral Trust Agreement” shall have the meaning assigned to such term in the preamble.

“Company” shall have the meaning assigned to such term in the preamble.

“Contracts” shall mean all contracts and agreements (in each case, whether written or oral, or third party or intercompany) between any Grantor and any Person, as the same may be amended, assigned, extended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, including (i) all rights of any Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of any Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all rights of any Grantor to damages arising thereunder and (iv) all rights of any Grantor to terminate, and to perform and compel performance of, such Contracts and to exercise all remedies thereunder.

“control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative thereto; provided that when used in connection with the Collateral Trustee’s rights with respect to, or security interest in, any Collateral, “control” shall have the meaning specified in the  New York UCC with respect to that type of Collateral.

5

“Control Agreement (Commodities Contracts)” shall mean a Control Agreement in such form as reasonably agreed by the Administrative Agent or (to the extent applicable, in each case) the Collateral Trustee, to be executed and delivered by the applicable Grantor and the other party or parties thereto with respect to each Commodity Contract of such Grantor in order to grant “control” within the meaning of Section 9-106(b)(2) of the New York UCC to the Collateral Trustee as required by Section 5.1(e).

“Control Agreement (Deposit and Securities Accounts)” shall mean a Control Agreement in  such form as reasonably agreed by the Administrative Agent or (to the extent applicable, in each case) the Collateral Trustee, to be executed and delivered by the applicable Grantor and the other party or parties thereto with respect to each Deposit Account or Securities Account of such Grantor in order to grant “control” within the meaning of Section 9-104 or 8-106(d)(2), as applicable, of the New York UCC to the Collateral Trustee.

“Copyright Licenses” shall mean any agreement, whether written or oral, naming any Grantor as licensor or licensee (including those listed in Schedule 4.9 (as such schedule may be amended or supplemented from time to time)), granting any right in, to or under any Copyright, including the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright or providing for a covenant not to sue for infringement or other violation of any Copyright.

“Copyrights” shall mean (i) all copyrights arising under the laws of the United States, any other country, or union of countries, or any political subdivision of any of the foregoing, whether registered or unregistered and whether published or unpublished (including those listed in Schedule 4.9 (as such schedule may be amended or supplemented from time to time)), all registrations and recordings thereof, and all applications in connection therewith and rights corresponding thereto throughout the world, including all registrations, recordings and applications in the United States Copyright Office, (ii) the right to, and to obtain, all extensions and renewals of any of the foregoing, (iii) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

“Counterparty Account” shall mean any Deposit Account, Securities Account or Commodities Account (and all cash, cash equivalents and other securities or investments substantially comparable to cash equivalents therein) pledged to or deposited with the Company, GAI or any Restricted Subsidiary (as defined in the Indenture) as cash collateral posted or deposited by a contract counterparty (including a counterparty in respect of Hedging Obligations) to or for the benefit of the Company, GAI or any Restricted Subsidiary (as defined in the Indenture), in each case, only for so long as such account (and amounts therein) represents a security interest (including as a result of an escrow arrangement) in favor (and not an ownership interest in the amounts therein) of the Company, GAI or the applicable Restricted Subsidiary (as defined in the Indenture).

6

“Credit Agreement” shall mean that certain Revolving Credit Agreement, dated as of December 14, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time) among the Company, GAI, the lenders from time to time party thereto and the Administrative Agent.

“Domestic Subsidiaries” shall mean all Subsidiaries incorporated, formed or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“dollars” or “$” shall mean lawful money of the United States of America.

“Equity Interests” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Excluded Accounts” shall mean (a) any payroll account, other employee wage and benefit accounts, (b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts and (d) any account with deposits of cash collateral solely for the benefit of third parties to the extent such cash collateral is permitted by the Secured Debt Documents.

“Excluded Assets” shall mean:

(a) any lease, license, contract or agreement to which any Grantor is a party (including any of its rights or interests thereunder) or any asset, permit or property rights of such Grantor of any nature to the extent the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor under such lease, license, contract, agreement, asset, permit or property right or result in such Grantor’s loss of use of such asset or property right or (ii) a breach or termination pursuant to the terms of such lease, license, contract, permit or agreement, or a default under, any such lease, license, contract, agreement, permit or property right (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) or any other applicable law (including the bankruptcy code) or principles of equity);

(b) any lease, license, contract or agreement to which any Grantor is a party (including any of its rights or interests thereunder) or any asset, permit or property right of any nature to the extent that any applicable law prohibits the creation of a security interest thereon (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) or any other applicable law (including the bankruptcy code) or principles of equity);

(c) [reserved];

(d) any Capital Stock of any Unrestricted Subsidiary (as defined in the Credit Agreement as in effect on the date hereof);

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(e) any Capital Stock of any Restricted Subsidiary (as defined in the Credit Agreement as in effect on the date hereof) that is not a Grantor to the extent a pledge of such Capital Stock is prohibited under the applicable financing or lease documents of such Person or its subsidiaries that are in effect on the Closing Date, or under any Project Finance Debt (as defined in the Credit Agreement as in effect on the date hereof);

(f) any voting Capital Stock of any Foreign Subsidiary in excess of 65% of the total outstanding voting Capital Stock of such Foreign Subsidiary incurred by such Subsidiary;

(g) any Excluded Accounts;

(h) any property subject to a Lien permitted under the Secured Debt Documents securing a purchase money agreement, capital lease obligation or similar arrangement permitted under the Secured Debt Documents to the extent, and for so long as, that the creation of a security interest therein is prohibited thereby (or otherwise requires consent, provided that there shall be no obligation to seek such consent) or creates a right of termination or favor of a third party, in each case, other than to the extent such prohibition or termination right would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC, and excluding the proceeds and receivables thereof to the extent not otherwise constituting Excluded Assets;

(i) any Commercial Tort Claim for which no claim has been made or with a value of less than $2,000,000 for which a claim has been made:

(j) any assets with respect to which granting a security interest in such assets in favor of the Secured Parties under the Security Documents could reasonably be expected to result in an adverse tax consequence or material adverse regulatory consequences, in each case, as reasonably determined by the Company and GAI in consultation with the Collateral Trustee;

(k) amounts payable to any Grantor that such Grantor is collecting on behalf of Persons that are not Grantors;

(l) any assets with respect to which granting a security interest in such assets is prohibited by or would violate law, treaty, rule or regulation (including regulations adopted by Federal Energy Regulatory Commission, PJM Interconnection LLC and/or the Nuclear Regulatory Commission) or determination of an arbitrator or a court or other Governmental Authority or which would require obtaining the consent, approval, license or authorization of any Governmental Authority (unless such consent, approval, license or authorization has been received; provided that there shall be no obligation to obtain such consent) or create a right of termination in favor of any governmental or regulatory third party, in each case after giving effect to Sections 9-407 through 409 of the New York UCC or other applicable law;

(m) any Equity Interest of a Person held by any Grantor if and for so long as the pledge thereof under the Security Documents shall constitute or result in a breach, termination or default under any joint venture, stockholder, membership, limited liability

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company, partnership, owners, participation, shared facility or other similar agreement between such Grantor and one or more other holders of Equity Interests of such Person (other than any such other holder who is the Company, GAI or a Subsidiary thereof); provided that such Equity Interest shall be an Excluded Asset only to the extent and for so long as the consequences specified above shall exist and shall cease to be an Excluded Asset and shall become subject to the security interest granted under the Security Documents, immediately and automatically, at such time as such consequences shall no longer exist;

(n) any vehicles, airplanes and other assets subject to certificates of title;

(o) letter-of-credit rights to the extent a security interest therein cannot be perfected automatically or by a UCC filing (other than supporting obligations);

(p) any “intent to use” trademark application filed and accepted in the United States Patent and Trademark Office unless and until an amendment to allege use or a statement of use has been filed and accepted by the United States Patent and Trademark Office to the extent, if any, that, and solely during the period, if any, in which the grant of security interest therein could impair the validity or enforceability of such “intent to use” trademark application under federal law;

(q) any Counterparty Account, and any cash, Cash Equivalents (as defined in the Indenture) and other funds and investments held therein and the proceeds thereof, received from a contract counterparty (including a counterparty in respect of Hedging Obligations (as defined in the Collateral Trust Agreement)) (collectively, the “Counterparty Cash”) but only to the extent that any agreements governing the underlying transactions with a contract counterparty pursuant to which any such Counterparty Cash was received provide that the pledging of, or other granting of any Lien in, the relevant Counterparty Cash as collateral for the Obligations of the Company, GAI or any Grantor under the Secured Debt Documents shall constitute or result in a breach, termination, default or invalidity under any such agreement, provided, however, that such Counterparty Cash shall be an Excluded Asset only to the extent and for so long as the consequences specified above shall exist, and shall cease to be an Excluded Asset and shall become subject to the security interest granted under the Security Documents, immediately and automatically, at such time as such consequences shall no longer exist; and provided, further, that any Lien the Company, GAI or any Grantor may have in any such Counterparty Cash shall not be deemed to be an Excluded Asset under this clause (q) and such Lien shall follow and be treated as part of the underlying agreement (including any Hedging Obligations) which agreement (including any Hedging Obligations) shall (to the extent applicable) be subject to the terms and conditions of clause (a) of this definition; and

(r) any Capital Stock issued by any Excluded Project Subsidiary.

“Excluded Perfection Accounts” shall mean (a) any petty cash account funded in the ordinary course of business having a balance not exceeding $2,000,000 at any time, (b) any zero balance account or any account that is automatically swept to any other

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account, (c) any other deposit account so long as at any date of determination the aggregate average monthly balance for the 12 months ending on such date in any such deposit account is not in excess of $2,000,000 and the aggregate average monthly balance for the 12 months ending on such date of all deposit accounts that are not subject to Control Agreements (Deposit and Securities Accounts) is not in excess of $4,000,000 and (d) any deposit account with a depository bank that has located the account outside of the United States of America, or any of its territories or possessions.

“Excluded Perfection Actions” shall mean any action (other than the filing of UCC financing statements) to (i) perfect any security interest in vehicles subject to certificate of title statutes, (ii) perfect any security interests in government contracts, (iii) grant or perfect any security interests under any law other than the laws of the United States, any State thereof or the District of Columbia, (iv) perfect any security interest in any Collateral (other than Pledged Securities, Tangible Chattel Paper, Negotiable Documents or Instruments as otherwise specifically required hereunder) by possession or (v) perfect any security interest in Excluded Perfection Assets or on any other assets with respect to which, the Company, GAI and the Collateral Trustee (acting at the direction of the Priority Lien Secured Parties or the Second Lien Secured Parties, as applicable under the terms of the Collateral Trust Agreement) reasonably determine, the cost or other consequences of perfecting a Lien in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom.

“Excluded Perfection Assets” shall mean any property or assets that are Collateral that, (i) in the case of property or assets that are not Deposit Accounts, do not have a fair market value  at any time exceeding $2,000,000 individually or $5,000,000 in the aggregate in which a security interest cannot be perfected by the filing of a financing statement under the New York UCC or, in the case of Equity Interests, either the filing of a financing statement under the New York UCC or the possession of certificates representing such Equity Interests, (ii) constitute leasehold interests of the Company, GAI or any of their Restricted Subsidiaries (as defined in the Credit Agreement) in real property (other than any real property constituting a power or energy related facility); including, for the avoidance of doubt, any requirement to obtain any landlord or other third party waivers, estoppels, consents or collateral access letters in respect of such leasehold interests, and (iii)  constitute Intellectual Property over which a Lien is required to be perfected by actions in any jurisdiction other than the United States.  To the extent that the fair market value of any such property or asset exceeds $2,000,000 individually, such property or asset shall cease to be an Excluded Perfection Asset and, to the extent that the fair market value of such property or assets shall exceed $5,000,000 in the aggregate at any time, such property or assets shall cease to be Excluded Perfection Assets to the extent of such excess fair market value.

“Excluded Project Subsidiary” shall mean, at any time, (i) each Subsidiary of the Company that is an obligor or otherwise bound with respect to Non-Recourse Debt on the Closing Date, (ii) any Person that becomes a Subsidiary of the Company after the Closing Date that is an obligor or otherwise bound with respect to Indebtedness that constitutes Non-Recourse Debt and that is not an obligor with respect to any Indebtedness that is not Non-Recourse Debt,

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(iii) any Person that is a Subsidiary of the Company on the Closing Date or any Person that becomes a Subsidiary of the Company after the Closing Date and that, in each case, has been designated, by a certificate executed by a Responsible Officer, as an Excluded Project Subsidiary dedicated to constructing or acquiring power generation facilities or related ancillary assets or properties that are to be financed only with equity contributions and Non-Recourse Debt (and not any other Indebtedness), (iv) NRG REMA, LLC and its subsidiaries and GenOn Mid-Atlantic, LLC and its Subsidiaries, and (v) any Subsidiary of the Company that has been released as a “Guarantor” under and as defined in all of the Priority Lien Documents.

“Existing Collateral Trust Agreement” shall mean that certain Collateral Trust Agreement, dated as of December 3, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof) among the Company, GAI, the Administrative Agent, the Collateral Trustee and the other parties thereto.

“Existing Credit Agreement” shall have the meaning assigned to such term in the recitals.

“Existing Security Agreement” shall have the meaning assigned to such term in the recitals.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any agency (including the Federal Energy Regulatory Commission), authority, instrumentality, regulatory body, court, central bank or other governmental entity or quasi-governmental entity (including PJM Interconnection LLC) exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Grantors” shall mean the collective reference to the Company, GAI and each other Subsidiary that is or becomes a party hereto as provided herein. For the avoidance of doubt, from and after the date hereof no Released Grantor nor any Excluded Project Subsidiary shall be a Grantor hereunder.

“Indenture” shall mean that certain indenture, dated as of May   , 2017 among the Company, the Grantors and The Bank of New York Mellon, as trustee, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Intellectual Property” shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets and the Trade Secret Licenses, and the right to sue or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation or impairment thereof, including the right to receive all proceeds therefrom, including

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license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.

“Intellectual Property Collateral” shall mean the Intellectual Property included in the Collateral.

“Investment Property” shall mean the collective reference (in each case, other than any Excluded Assets) to (i) all “investment property” as such term is defined in Section 9-102(a)(b)(49) of the New York UCC including all Certificated Securities and Uncertificated Securities, all Security Entitlements, all Securities Accounts, all Commodity Contracts and all Commodity Accounts, and (ii) whether or not otherwise constituting “investment property,” all Pledged Notes, all Pledged Equity Interests, all Pledged Security Entitlements and all Pledged Commodity Contracts.

“Issuers” shall mean the collective reference to each issuer of a Pledged Security.

“Licensed Intellectual Property” shall have the meaning assigned to such term in Section 4.10.

“Lien” shall mean any mortgage, pledge, lien, hypothecation, security interest or other charge, encumbrance or other arrangement, in each case, in the nature of a security interest in property; provided, however, that the term “Lien” shall not mean any easements, survey exceptions, reservations (including those for, rights-of-way, sewers, electric lines, telegraph and telephone lines, other utilities, mineral reservations and rights), zoning restrictions, encroachments, minor title deficiencies, leases, subleases, licenses, sublicenses, or other restrictions on the use of property or other similar encumbrances.

“Material Adverse Effect” shall have the meaning assigned to such term in the Credit Agreement as in effect on the date hereof.

“Material Intellectual Property” shall have the meaning assigned to such term in Section 4.10.

“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “New York UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

“Non-Recourse Debt” shall have the meaning assigned to such term in the Indenture as in effect on the date hereof.

“Owned Intellectual Property” shall have the meaning assigned to such term in Section 4.10.

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“Patent License” shall mean all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including any of the foregoing listed in Schedule 4.9 (as such schedule may be amended or supplemented from time to time) or providing for a covenant not to sue for infringement or other violation of any Patent.

“Patents” shall mean (i) all letters patent of the United States, any other country, union of countries or any political subdivision of any of the foregoing, all reissues and extensions thereof, including any of the foregoing listed in Schedule 4.9 (as such schedule may be amended or supplemented from time to time), (ii) all applications for letters patent of the United States or any other country or union of countries or any political subdivision of any of the foregoing and all divisions, continuations and continuations-in-part thereof, including any of the foregoing listed in Schedule 4.9 (as such schedule may be amended or supplemented from time to time), (iii) the right to, and to obtain, any reissues or extensions of any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

“Person” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Pledged Commodity Contracts” shall mean all commodity contracts listed on Schedule 4.6(c) (as such schedule may be amended or supplemented from time to time) and all other commodity contracts to which any Grantor is party from time to time.

“Pledged Debt Securities” shall mean all debt securities now owned or hereafter acquired by any Grantor, including the debt securities listed on Schedule 4.6(b) (as such schedule may be amended or supplemented from time to time), together with any other certificates, options, rights or security entitlements of any nature whatsoever in respect of the debt securities of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect.

“Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests.

“Pledged LLC Interests” shall mean all interests of any Grantor now owned or hereafter acquired in any limited liability company (other than those interests that constitute Excluded Assets), including all limited liability company interests listed on Schedule 4.6(a) (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed

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in respect of or in exchange for any or all of such limited liability company interests and any other warrant, right or option to acquire any of the foregoing, including (i) any Grantor’s right to a share of the profits and losses of such limited liability company, (ii) the right to receive distributions from such limited liability company, (iii) any Grantor’s right to vote and participate in the management of such limited liability company and (iv) any Grantor’s capital account in such limited liability company.

“Pledged Notes” shall mean all promissory notes now owned or hereafter acquired by any Grantor, including those listed on Schedule 4.6(b) (as such schedule may be amended or supplemented from time to time).

“Pledged Partnership Interests” shall mean all interests of any Grantor now owned or hereafter acquired in any general partnership, limited partnership, limited liability partnership or other partnership (other than those interests that constitute Excluded Assets), including all partnership interests listed on Schedule 4.6(a) (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and any other warrant, right or option to acquire any of the foregoing, including (i) any Grantor’s right to a share of the profits and losses of such partnership, (ii) the right to receive distributions from such partnership, (iii) any Grantor’s right to vote and participate in the management of such partnership and (iv) any Grantor’s capital account in such partnership.

“Pledged Securities” shall mean the collective reference to the Pledged Debt Securities, the Pledged Notes and the Pledged Equity Interests.

“Pledged Security Entitlements” shall mean all security entitlements with respect to the financial assets listed on Schedule 4.6(c) (as such schedule may be amended or supplemented from time to time) and all other security entitlements of any Grantor.

“Pledged Stock” shall mean all shares of Capital Stock now owned or hereafter acquired by any Grantor (other than those interests that constitute Excluded Assets), including all shares of Capital Stock listed on Schedule 4.6(a) (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares and any other warrant, right or option to acquire any of the foregoing.

“Pledged Trust Interests” shall mean all interests of any Grantor now owned or hereafter acquired in a Delaware business trust or other trust (other than those interests that constitute Excluded Assets), including all trust interests listed on Schedule 4.6(a) (as such schedule may be amended or supplemented from time to time) and the certificates,

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if any, representing such trust interests and any interest of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests and any other warrant, right or option to acquire any of the foregoing.

“Proceeds” shall mean all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Receivable” shall mean all Accounts and any other any right to payment for goods or other property sold, leased, licensed or otherwise disposed of or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper or classified as a Payment Intangible and whether or not it has been earned by performance.  References herein to Receivables shall include any Supporting Obligation or collateral securing such Receivable.

“Released Grantor” shall have the meaning assigned to such term in the recitals.

“Requirement of Law” shall mean as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person and any law, treaty, rule or regulation or determination, ruling or other directive of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, or which pertains to or governs the legality, validity, perfection, performance or enforcement of the Secured Debt Documents or the Liens thereunder.

“Secured Parties” shall mean any “Secured Party” as such term is defined in the Collateral Trust Agreement and any Person who is holding a Priority Lien Obligation or a Second Lien Obligation (including any Secured Debt Representative and the Collateral Trustee) at any time.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Documents” shall have the meaning assigned to such term in the Collateral Trust Agreement.

“Subsidiary” shall mean any subsidiary of the Company or GAI, as the context requires.

“Trademark License” shall mean any agreement, whether written or oral, providing for the grant by or to any Grantor of any right in, to or under any Trademark, including any of the foregoing listed in Schedule 4.9 (as such schedule may be amended or supplemented from time to time) or providing for a covenant not to sue for infringement, dilution or other violation of any Trademark.

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“Trademarks” shall mean (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country, union of countries, or any political subdivision of any of the foregoing, or otherwise, and all common-law rights related thereto, including any of the foregoing listed in Schedule 4.9 (as such schedule may be amended or supplemented from time to time), (ii) the right to, and to obtain, all renewals thereof, (iii) the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

“Trade Secret License” shall mean any agreement, whether written or oral, providing for the grant by or to any Grantor of any right in, to or under any Trade Secret, including any of the foregoing listed in Schedule 4.9 (as such schedule may be amended or supplemented from time to time).

“Trade Secrets” shall mean all trade secrets and all other confidential or proprietary information and know-how, whether or not reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or describing any of the foregoing, and with respect to any and all of the foregoing: (i) the right to sue or otherwise recover for any past, present and future misappropriation or other violation thereof, (ii) all proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (iii) all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

“Trustee” shall mean The Bank of New York Mellon in its capacity as trustee under the Indenture.

1.2.Other Definitional Provisions.  (a)The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to the specific provisions of this Agreement unless otherwise specified.

(b)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c)Unless otherwise indicated, any reference to any agreement or instrument shall be deemed to include a reference to such agreement or instrument as assigned, amended,

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restated, amended and restated, supplemented, otherwise modified from time to time or replaced in accordance with the terms of such agreement.

(d)Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to the property or assets such Grantor has granted as Collateral or the relevant part thereof.

(e)The words “include,” “includes” and “including,” and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation.”

(f)With respect to any term used herein but not defined herein and defined by cross-reference to another agreement, if any such agreement is terminated or shall otherwise cease to be in effect (and there shall not be any restatement, replacement or refinancing thereof), such defined term shall have the meaning set forth in such agreement immediately prior to the time such agreement ceases to be in effect.

SECTION 2.[RESERVED]

SECTION 3.GRANT OF SECURITY INTEREST;
CONTINUING LIABILITY UNDER COLLATERAL

(a)Each Grantor hereby assigns and transfers to the Collateral Trustee, and grants to the Collateral Trustee, for the benefit of the Priority Lien Secured Parties, a lien on and, except as set forth in Section 4.1 or 4.2, a first priority security interest in all of the Collateral now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Priority Lien Obligations.

(b)Each Grantor hereby assigns and transfers to the Collateral Trustee, and grants to the Collateral Trustee, for the benefit of the Second Lien Secured Parties, a lien on and, except as set forth in Section 4.1 or 4.2, a second priority security interest in all of the Collateral now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Second Lien Obligations.

(c)It is understood and agreed that the grants of security interest in the Collateral under the foregoing clause (a) and clause (b) constitute two separate and distinct grants of security and Liens, one in favor of the Collateral Trustee in its capacity as collateral trustee for the benefit of the Priority Lien Secured Parties to secure the Priority Lien Obligations and the second in favor of the Collateral Trustee in its capacity as collateral trustee for the benefit of the Second Lien Secured Parties to secure the Second Lien Obligations.  The Grantors and the Collateral Trustee hereby acknowledge and agree that the security interest created hereby in the Collateral is not, in and of itself, to be construed as a grant of a fee interest in (as opposed to a security interest in) any Intellectual Property, including any Copyright, Trademark, Patent, Copyright License, Patent License, Trademark License, Trade Secret or Trade Secret License.

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This Agreement, and the respective security interests and Liens granted and created herein, secures the payment and performance of all Priority Lien Obligations and Second Lien Obligations, respectively, in each case now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to any Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the Priority Lien Obligations and Second Lien Obligations and would be owed by any Grantor but for the fact that they are unenforceable or not allowed due to a pending Bankruptcy Case or Insolvency Proceeding.  Without limiting the generality of the foregoing, it is the intent of the parties that (i) the Liens securing the Second Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (ii) this Agreement creates two separate and distinct Liens:  the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority Lien securing the payment and performance of the Second Lien Obligations, in each case as may be more particularly set forth in the Collateral Trust Agreement.  For purposes of perfecting the security interests hereunder, all property in the possession or control of the Collateral Trustee will be held by the Collateral Trustee in its capacity as collateral trustee for the benefit of the Priority Lien Secured Parties, and in its capacity as collateral trustee for the benefit of the Second Lien Secured Parties, in each case subject to the terms of the Collateral Trust Agreement.

(d)Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Trustee or any other Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Collateral Trustee nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to any Receivables, any Contracts, or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Collateral Trustee of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral, including any agreements relating to any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

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SECTION 4.REPRESENTATIONS AND WARRANTIES

To induce the applicable Secured Parties to enter into the Secured Debt Documents and to induce the applicable Secured Parties to make their respective extensions of credit to the applicable Grantor(s) thereunder, each Grantor hereby represents and warrants to the Collateral Trustee and each other applicable Secured Party that:

4.1.Title; No Other Liens.  Such Grantor owns or has a right to use each item of the Collateral in which it purports to grant a Lien hereunder free and clear of any and all Liens or claims, including Liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as grantor under a security agreement entered into by another Person, except for Liens not prohibited to exist on the Collateral by each of the Secured Debt Documents.  No financing statement, mortgage or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Trustee, for the benefit of the Secured Parties, pursuant to this Agreement or as are not prohibited by each of the Secured Debt Documents.

4.2.Perfected Liens.  The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 4.2(a) within the time periods prescribed by applicable law (all of which, in the case of all filings and other documents listed on such schedule, have been delivered to the Collateral Trustee in duly completed and duly executed form, as applicable, and may be filed by or on behalf of the Collateral Trustee at any time) and payment of all filing fees, will constitute valid, perfected security interests (with respect to Intellectual Property, if and to the extent perfection may be achieved by the filing of UCC financing statements and/or security agreements in the United States Patent and Trademark Office and the United States Copyright Office) in all of the Collateral (subject to the Excluded Perfection Actions) in favor of the Collateral Trustee, for the benefit of the Secured Parties, as collateral security for the Priority Lien Obligations and the Second Lien Obligations, enforceable in accordance with the terms hereof and of the Collateral Trust Agreement; provided, however, that additional filings may be necessary to perfect the Collateral Trustee’s security interest in any Intellectual Property acquired by a Grantor after the Closing Date, (b) are, to the extent that such Liens have been granted to the Collateral Trustee for the benefit of the Priority Lien Secured Parties, prior to all other Liens on the Collateral, except for prior Liens not prohibited by any of the Secured Debt Documents, and (c) are, to the extent that such Liens have been granted to the Collateral Trustee for the benefit of the Second Lien Secured Parties, prior to all other Liens on the Collateral except for the prior Liens for the benefit of the Priority Lien Secured Parties and for Liens not prohibited by any of the Secured Debt Documents.  Without limiting the foregoing, each Grantor has taken all actions necessary, including those specified in Section 5.1, to establish the Collateral Trustee’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities and Uncertificated Securities; provided that the foregoing representation is subject to the Excluded Perfection Actions.

4.3.[Reserved].

4.4.Name, Jurisdiction of Organization, Etc.  On the Closing Date, such Grantor’s exact legal name (as indicated on the public record of such Grantor’s jurisdiction of

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formation or organization), jurisdiction of organization, and the location of such Grantor’s chief executive office or sole place of business are specified on Schedule 4.3.  Except as disclosed on Schedule 4.3, each Grantor is organized solely under the law of the jurisdiction so specified and has not filed any certificates of domestication, transfer or continuance in any other jurisdiction.  Except as specified on Schedule 4.3, no such Grantor has changed its name or jurisdiction of organization within the past five years and (ii) no such Grantor has changed its corporate structure in any way (e.g. by merger, consolidation, change in corporate form or otherwise) within the past two years.  Except as disclosed on Schedule 4.3, no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the New York UCC).

4.5.Inventory and Equipment.  None of the Inventory or Equipment that is included in the Collateral having a book value (net of depreciation) in excess of $5,000,000 is in the possession of any bailee or warehouseman for which the Collateral Trustee.

4.6.[Reserved.]

4.7.Investment Property.  (a)  Schedule 4.6(a) (as such schedule may be amended or supplemented from time to time) sets forth all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule.  As of the date hereof, Schedule 4.6(b) sets forth under the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes (if any) owned by any Grantor. Schedule 4.6(c) (as such schedule may be amended or supplemented from time to time) sets forth under the headings “Securities Accounts”, “Commodities Accounts” and “Deposit Accounts” respectively, all of the Securities Accounts and Deposit Accounts in which each Grantor has an interest as of the Closing Date that are not Excluded Assets, Excluded Perfection Assets or Counterparty Accounts. Each Grantor is the sole entitlement holder or customer of each such account set forth opposite its name on such schedule, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral Trustee pursuant hereto) having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest in, any such Securities Account, Commodities Account or Deposit Account or any securities, commodities or other property credited thereto, except for any such account that constitutes an Excluded Asset, Excluded Perfection Asset or Counterparty Account.

(b)The shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor or, in the case of voting Capital Stock of any Foreign Subsidiary, if less, 65% of the outstanding voting Capital Stock of each relevant Issuer that is a Foreign Subsidiary.

(c)The Pledged Equity Interests have been duly and validly issued and all the shares of the Pledged Stock are fully paid and, in respect of stock of a corporation only, nonassessable.

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(d)As of the Closing Date, the terms of any uncertificated Pledged LLC Interests and Pledged Partnership Interests do not provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of each Issuer thereof (as such term is defined in the Uniform Commercial Code in effect in such jurisdiction).

(e)There shall be no certificated Pledged LLC Interests or Pledged Partnership Interests which expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time in the “issuer’s jurisdiction” of any Issuer thereof, except if such certificate has been delivered to the Collateral Trustee pursuant to the terms hereof duly endorsed in blank.

(f)Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens not prohibited to exist thereon by each of the Secured Debt Documents, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.

4.8.[Reserved.]

4.9.[Reserved.]

4.10.Intellectual Property.   (a) Schedule 4.9 lists all material Intellectual Property Collateral which is registered with a Governmental Authority or is the subject of an application for registration (other than Internet domain names), in each case which is owned by such Grantor in its own name on the Closing Date.  Except as set forth in Schedule 4.9, such Grantor is the owner of the entire right, title and interest in and to all Intellectual Property Collateral which is owned by such Grantor in its own name on the Closing Date which is material to such Grantor’s business (collectively, the “Owned Intellectual Property”).  To such Grantor’s knowledge, each Grantor has a valid and enforceable right to use all Intellectual Property Collateral which it uses in its business, but does not own which is material to such Grantor’s business (collectively, the “Licensed Intellectual Property”), except which failure to have such a right could not reasonably be expected to have a Material Adverse Effect.

(b)On the Closing Date, all Owned Intellectual Property and, to such Grantor’s knowledge, all Licensed Intellectual Property (collectively, and subject to the foregoing knowledge qualifier in the case of Licensed Intellectual Property, the “Material Intellectual Property”), is valid, subsisting, unexpired and enforceable, and has not been abandoned, except as could not reasonably be expected to have a Material Adverse Effect.  To such Grantor’s knowledge, neither the operation of such Grantor’s business as currently conducted nor the use of any Intellectual Property Collateral in connection therewith conflicts with, infringes, misappropriates, dilutes, misuses or otherwise violates the Intellectual Property rights of any other Person, in each case, which conflict, infringement, misappropriation, dilution, misuse or violation could reasonably be expected to have a Material Adverse Effect, and no

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claim has been so asserted against such Grantor in writing by any other Person in the twelve (12) months prior to the Closing Date.

(c)[Reserved].

(d)[Reserved].

(e)[Reserved].

(f)With respect to each Copyright License, Trademark License, Trade Secret Licenses and Patent License to which a Grantor is party as of the Closing Date and which relates to Material Intellectual Property or the loss of which could otherwise have a Material Adverse Effect, as of the Closing Date:  (i) such license is valid and binding on each Grantor, and to such Grantor’s knowledge, the other parties thereto, and in full force and effect and represents the entire agreement between the respective licensor and licensee with respect to the subject matter of such license; (ii) such license will not cease to be valid and binding and in full force and effect on terms substantially similar to those currently in effect as a result of the rights and interests granted herein, nor will the grant of such rights and interests constitute a breach or default under such license or otherwise give the licensor or licensee a right to terminate such license; (iii) such Grantor has not received any notice of termination or cancellation under such license; (iv) such Grantor has not received any notice of a breach or default under such license, which breach or default has not been cured; (v) such Grantor has not granted to any other Person any rights, adverse or otherwise, under such license; and (vi) such Grantor is not in breach or default in any material respect, and no event has occurred that, with notice and/or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such license, in each case of (i) through (vi), except as could not reasonably be expected to have a Material Adverse Effect.

4.11.[Reserved].

4.12.Commercial Tort Claims.  No Grantor has any Commercial Tort Claims as of the Closing Date that are part of the Collateral and individually or in the aggregate in excess of $2,000,000 and, except as specifically described on Schedule 4.11 (as such schedule may be amended or supplemented from time to time), no Grantor has any Commercial Tort Claims after the Closing Date that are part of the Collateral and individually or in the aggregate in excess of $2,000,000.

SECTION 5.COVENANTS

Each Grantor covenants and agrees with the Collateral Trustee and the other Secured Parties that, from and after the Closing Date, until the Discharge of Priority Lien Obligations (other than Priority Lien Obligations in respect of any Hedging Agreement (as defined in the Collateral Trust Agreement)) and Discharge of Second Lien Obligations (other than Second Lien Obligations in respect of any Hedging Agreement) shall have been paid in full in cash, no letter of credit issued under any Secured Debt Document shall be outstanding (or shall have been cash collateralized pursuant to the terms and conditions of, and otherwise in compliance with, the Credit Agreement and any other applicable Secured Debt Document) any deposits made by any holder of any applicable Series of Secured Debt under any applicable

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Secured Debt Document to reimburse drawings on letters of credit issued thereunder shall have been returned in full in cash and all commitments to extend credit under all Secured Debt Documents shall have expired or been terminated:

5.1.Delivery and Control of Instruments, Certificated Securities, Chattel Paper, Negotiable Documents, Investment Property and Letter of Credit Rights.  (a)  Subject to the Excluded Perfection Actions, if any of the Collateral is or shall become evidenced or represented by any Instrument, Negotiable Document or Tangible Chattel Paper, and such Instrument, Negotiable Document or Tangible Chattel Paper shall not constitute an Excluded Perfection Asset, then such Instrument (other than checks received in the ordinary course of business), Negotiable Documents or Tangible Chattel Paper shall promptly be delivered to the Collateral Trustee, duly endorsed in a manner reasonably satisfactory to the Collateral Trustee, to be held as Collateral pursuant to this Agreement, and all of such property constituting Collateral (subject to the Excluded Perfection Actions) owned by any Grantor has been delivered to the Collateral Trustee as of the Closing Date.

(b)If any of the Pledged Equity Interests is or shall become evidenced or represented by any Certificated Security, then such Certificated Security shall promptly be delivered to the Collateral Trustee, duly endorsed in a manner reasonably satisfactory to the Collateral Trustee, to be held as Collateral pursuant to this Agreement, and all of such property constituting Pledged Equity Interests owned by any Grantor has been delivered to the Collateral Trustee as of the Closing Date.

(c)If any of the Pledged Equity Interests is or shall become evidenced or represented by an Uncertificated Security and such Pledged Equity Interests do not constitute an Excluded Perfection Asset, such Grantor shall cause the Issuer thereof either (i) to register the Collateral Trustee as the registered owner of such Uncertificated Security, upon original issue or registration of transfer or (ii) to agree in writing with such Grantor and the Collateral Trustee that such Issuer will comply with instructions with respect to such Uncertificated Security originated by the Collateral Trustee without further consent of such Grantor, such agreement to be in form and substance as agreed by the Administrative Agent, and such action shall be taken on or prior to the Closing Date with respect to any Uncertificated Securities owned as of the Closing Date by any Grantor.

(d)Each Grantor agrees that it shall have no Deposit Accounts or Securities Accounts that are not compliant with Section 5.9 hereof.

(e)If any of the Collateral (other than for the avoidance of doubt, any Excluded Assets) is or shall become evidenced or represented by a Commodity Contract, such Grantor shall cause the Commodity Intermediary with respect to such Commodity Contract to agree in writing with such Grantor and the Collateral Trustee, pursuant to a Control Agreement (Commodity Contracts), that such Commodity Intermediary will apply any value distributed on account of such Commodity Contract as directed by the Collateral Trustee without further consent of such Grantor.

5.2.[Reserved].

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5.3.Maintenance of Perfected Security Interest; Further Documentation.  (a)   Such Grantor shall maintain each of the security interests created by this Agreement as a perfected security interest having at least the priority, but subject to the Excluded Perfection Actions, described in Section 4.2 and shall, in accordance with its business practices from time to time, defend such security interest against the material claims and demands of all persons whomsoever, provided, however, that nothing herein shall limit the rights of such Grantor under the Secured Debt Documents to dispose of the Collateral and/or limit the provisions relating to the release of the Liens in the Secured Debt Documents and the Collateral Trust Agreement.

(b)Such Grantor shall furnish to the Collateral Trustee from time to time statements and schedules further identifying and describing the Collateral and, in the case of any Grantor, such other reports in connection with the assets and property of such Grantor as the Collateral Trustee may reasonably request, all in reasonable detail.

(c)At any time and from time to time, upon the written request of the Collateral Trustee, and at the sole expense of such Grantor, such Grantor shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Trustee (subject to the terms of the Collateral Trust Agreement) may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to the Excluded Perfection Actions, in the case of Investment Property and Deposit Accounts that are not Excluded Assets or Excluded Perfection Assets, taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto including executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement (Deposit and Securities Accounts) in favor of the Collateral Trustee to the extent required under Section 5.9 hereof.

5.4.Changes in Location, Name, Jurisdiction of Incorporation, etc.  Such Grantor shall not, except upon three (3) Business Days’ prior written notice (or such other period of time, including consummation of the underlying action, as determined by the Collateral Trustee in its sole discretion) to the Collateral Trustee and delivery to the Collateral Trustee of duly authorized and, where required, executed copies of all additional financing statements and other documents reasonably requested by the Collateral Trustee to maintain the validity, perfection and priority of the security interests provided for herein:

(a)change its legal name, jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 4.3; or

(b)change its legal name, identity or structure to such an extent that any financing statement filed by the Collateral Trustee in connection with this Agreement would become misleading.

5.5.[Reserved.]

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5.6.Investment Property.(a)  Without the prior written consent of the Collateral Trustee (acting at the direction of the Priority Lien Secured Parties or the Second Lien Secured Parties, as applicable under the terms of the Collateral Trust Agreement) , such Grantor shall not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuer, except to the extent not prohibited under any Secured Debt Documents, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Pledged Equity Interests or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction not prohibited by the provisions of the Secured Debt Documents), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Equity Interests or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any other security interests not prohibited by any Secured Debt Documents, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Trustee to sell, assign or transfer any of the Pledged Equity Interests or Proceeds thereof or any interest therein except to the extent not prohibited under any Secured Debt Document or (v) without the prior written consent of the Collateral Trustee (acting at the direction of the Priority Lien Secured Parties or the Second Lien Secured Parties, as applicable under the terms of the Collateral Trust Agreement), cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests that are not securities (for purposes of the New York UCC) on the Closing Date and that are part of the Collateral to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any Issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly upon obtaining knowledge thereof, notify the Collateral Trustee in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Trustee’s “control” thereof.  Without the prior written consent of the Collateral Trustee, such Grantor shall not (A) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property (other than Pledged Equity Interests) or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction not prohibited by the provisions of the Secured Debt Documents), (B) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property (other than Pledged Equity Interests) or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any other security interests not prohibited by any Secured Debt Documents or (C) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Trustee to sell, assign or transfer any of the Investment Property (other than Pledged Equity Interests) or Proceeds thereof or any interest therein except to the extent not prohibited under any Secured Debt Document.

(c)In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it shall be bound by the terms of this Agreement relating to the Pledged Securities issued by it and shall comply with such terms insofar as such terms are applicable to it, (ii) it shall notify the Collateral Trustee promptly in writing of the occurrence of any of the events described in Section 5.6(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c) and

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6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged Securities issued by it.  In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Trustee and to the transfer of any Pledged Security to the Collateral Trustee or its nominee following a Secured Debt Default and to the substitution of the Collateral Trustee or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.

5.7.Intellectual Property. (a) Such Grantor shall, consistent with its reasonable business judgment, take commercially reasonable actions to maintain the validity of all material Intellectual Property owned or exclusively licensed by it, except to the extent the failure to take any such action would not reasonably be expected to have a Material Adverse Effect.

(b) If any Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any material Intellectual Property with the United States Patent and Trademark Office, or the United States Copyright Office, or any similar office or agency in any other country or political subdivision thereof, such Grantor shall report any such filing made in any fiscal year to the Collateral Trustee and Administrative Agent concurrently with the delivery of financial statements pursuant to Section 6.2(a) of the Credit Agreement covering such fiscal year. Upon request of the Collateral Trustee or the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Collateral Trustee or the Administrative Agent may reasonably request to evidence the Collateral Trustee’s security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby, to the extent constituting Collateral.

5.8.Commercial Tort Claims.  Such Grantor shall advise the Collateral Trustee promptly of any Commercial Tort Claim held by such Grantor individually or in the aggregate in excess of $2,000,000 and shall promptly execute a supplement to this Agreement in form and substance reasonably satisfactory to the Collateral Trustee to grant a security interest in such Commercial Tort Claim to the Collateral Trustee for the benefit of the Secured Parties.

5.9.Deposit and Securities Accounts. (a)   On or prior to the date that is 60 days after the Closing Date (as may be extended from time to time by the Administrative Agent in its reasonable discretion), each Grantor shall use commercially reasonable efforts to deliver to the Collateral Trustee one or more Control Agreements (Deposit and Securities Accounts), executed by all parties thereto, for each Deposit Account and each Securities Account that is not an Excluded Asset, an Excluded Perfection Asset or a Counterparty Account in which such Grantor has an interest as of such date. On or prior to the 60th day (as may be extended from time to time by the Administrative Agent in its reasonable discretion) after the date on which any additional Deposit Account or Securities Account in which any Grantor has an interest is opened after the Closing Date (except to the extent any such account is an Excluded Asset, an Excluded Perfection Asset or a Counterparty Account), each Grantor shall use commercially reasonable efforts to deliver to the Collateral Trustee a Control Agreement (Deposit and Securities Accounts) for each such Deposit Account or Securities Account (all accounts subject to a Control Agreement in accordance with this Section 5.9, collectively, the “Pledged Accounts”).

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(b)Each Grantor irrevocably authorizes the Collateral Trustee to notify each depositary bank where a Pledged Account is maintained of the occurrence of an Actionable Default. Following the occurrence of an Actionable Default, the Collateral Trustee may instruct each depositary bank where a Pledged Account is maintained to transfer immediately all funds and investments held in each Pledged Account to an account designated by the Collateral Trustee; provided, however, that the Collateral Trustee agrees that it shall deliver such instruction only during the continuation of an Actionable Default. Each Grantor hereby agrees to irrevocably direct each depositary bank where a Pledged Account is maintained to comply with the instructions of the Collateral Trustee with respect to the applicable Pledged Account without further consent from the Grantor or any other Person.

5.10.Updated Schedules.  Each Grantor shall (a) be entitled at any time and from time to time, by providing written notice to the Collateral Trustee, or (b) provide at any time and from time to time, at the request of the Collateral Trustee upon the occurrence and during the continuance of an Actionable Default in the case of each of clauses (a) and (b), such supplements to the schedules hereof as are necessary to accurately reflect at such time the information required by this Agreement to be stated therein.

SECTION 6.REMEDIAL PROVISIONS

6.1.Certain Matters Relating to Receivables.

(a)  At any time after the occurrence and during the continuance of an Actionable Default, the Collateral Trustee shall have the right (subject to the terms of the Collateral Trust Agreement), but shall in no way be obligated to make test verifications of the Receivables that are included in the Collateral in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may require in connection with such test verifications.  At any time and from time to time after the occurrence and during the continuance of an Actionable Default, upon the Collateral Trustee’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Collateral Trustee or the Administrative Agent, as agent for the Collateral Trustee, to furnish to the Collateral Trustee or the Administrative Agent, as agent for the Collateral Trustee, as the case may be, reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables that are included in the Collateral.

(b)Each Grantor may collect such Grantor’s Receivables that are included in the Collateral, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation, in each case, that are included in the Collateral and diligently exercise, in accordance with such Grantor’s business practices, each material right it may have under any Receivable and any Supporting Obligation, in each case, that are included in the Collateral at its own expense; provided, however, that the Collateral Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Actionable Default.  If required by the Collateral Trustee at any time after the occurrence and during the continuance of an Actionable Default, any payments of Receivables that are included in the Collateral, when collected by any Grantor, (i) shall be forthwith (and, in any event, within five (5) Business Days) deposited by such

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Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Trustee for the benefit of the Secured Parties if required, in a Collateral Account maintained under the control of the Collateral Trustee, subject to withdrawal by the Collateral Trustee for the account of the Secured Parties only as provided in Section 6.7, and (ii) until so turned over, shall be held by such Grantor for the Secured Parties, segregated from other funds of such Grantor.  Each such deposit of Proceeds of Receivables that are included in the Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c)At any time after the occurrence and during the continuance of an Actionable Default, at the Collateral Trustee’s request (subject to the terms of the Collateral Trust Agreement), each Grantor shall deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables that are included in the Collateral, including all original orders, invoices and shipping receipts.

6.2.Communications with Obligors; Grantors Remain Liable.  (a)  At any time after the occurrence and during the continuance of an Actionable Default, the Collateral Trustee in its own name or in the name of others may at any time communicate with obligors under the Receivables that are included in the Collateral and parties to the Contracts to verify with them to the Collateral Trustee’s reasonable satisfaction the existence, amount and terms of any Receivables or Contracts, in each case, that are included in the Collateral.

(b)At any time after the occurrence and during the continuance of an Actionable Default, the Collateral Trustee may  (subject to the terms of the Collateral Trust Agreement) at any time notify, or require any Grantor to so notify, the Account Debtor or counterparty on any Receivable or Contract that is included in the Collateral of the security interest of the Collateral Trustee therein.  In addition, after the occurrence and during the continuance of an Actionable Default, the Collateral Trustee may (subject to the terms of the Collateral Trust Agreement), upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments under the Receivables and/or Contracts that are included in the Collateral directly to the Collateral Trustee.

(c)No Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract that is included in the Collateral by reason of or arising out of this Agreement or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) or Contract that is included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

6.3.Pledged Securities.  (a)  Unless an Actionable Default shall have occurred and be continuing and the Collateral Trustee (subject to the terms of the Collateral Trust Agreement) shall have given notice to the relevant Grantor of the Collateral Trustee’s intent to

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exercise its rights pursuant to Section 6.3(b), as applicable, each Grantor shall be permitted to receive, subject to the terms of the Secured Debt Documents, all dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent not prohibited by any Secured Debt Document, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any Secured Debt Document; provided further, that the Collateral Trustee’s rights pursuant to Section 6.3(b) shall revert to the relevant Grantor upon such Grantor’s cure (if such Actionable Default is subject to being cured pursuant to the applicable Secured Debt Document) or the Collateral Agent’s waiver of the occurrence or continuance of an Actionable Default.

(b)Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee in writing that (A) states that an Actionable Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement and the Collateral Trust Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon delivery of any notice to such effect pursuant to Section 6.3(a), pay any dividends or other payments with respect to the Investment Property directly to the Collateral Trustee. Effective upon the Collateral Trustee’s notice given pursuant to Section 6.3(a), the Collateral Trustee shall be entitled and authorized to exercise all voting and other consensual rights with respect to the Investment Property, subject to the proviso in Section 6.3(a). In order to permit the Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request and each Grantor acknowledges that the Collateral Trustee may utilize the power of attorney set forth herein.

(c)Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee in writing that (A) states that an Actionable Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement and the Collateral Trust Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon delivery of any notice to such effect pursuant to Section 6.3(a), pay any dividends or other payments with respect to the Pledged Securities directly to the Collateral Trustee.

6.4.Intellectual Property; Grant of License.  For the purpose of enabling the Collateral Trustee, after the occurrence and during the continuance of an Actionable Default, to exercise rights and remedies under this Section 6 at such time as the Collateral Trustee shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Trustee an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor and, with respect to Trademarks, subject to quality control) to use, effective after the occurrence and during the continuance of an

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Actionable Default, any of the Intellectual Property now owned or hereafter acquired by such Grantor, wherever the same may be located, through any and all media, whether now existing or hereafter developed, throughout the world, including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

6.5.Intellectual Property Litigation and Protection.

(a)Upon the occurrence and during the continuance of any Actionable Default (and subject to the terms of the Collateral Trust Agreement), the Collateral Trustee shall have the right, upon notice to the applicable Grantor, but shall in no way be obligated, to file applications for registration of the Intellectual Property and/or bring suit in the name of any Grantor, the Collateral Trustee or the Secured Parties to protect or enforce the Intellectual Property and any Intellectual Property License.  In the event of such suit, each Grantor shall, at the reasonable request of the Collateral Trustee, do any and all lawful acts and execute any and all documents reasonably requested by the Collateral Trustee in aid of such enforcement and the Grantors shall promptly reimburse and indemnify the Collateral Trustee for all costs and expenses incurred by the Collateral Trustee in the exercise of its rights under this Section 6.5 in accordance with Section 8.5.

(b)If an Actionable Default shall occur and be continuing, upon written demand from the Collateral Trustee (subject to the terms of the Collateral Trust Agreement), each Grantor (i) shall grant, assign, convey or otherwise transfer to the Collateral Trustee or such Collateral Trustee’s designee all of such Grantor’s right, title and interest in and to the Intellectual Property Collateral and (ii) shall execute and deliver to the Collateral Trustee such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement.

6.6.Proceeds to Be Turned Over to Collateral Trustee.  In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables that are included in the Collateral, if an Actionable Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such Grantor for the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the form received by such Grantor (duly endorsed by such Grantor to the Collateral Trustee, if required by the Collateral Trustee).  All Proceeds received by the Collateral Trustee hereunder shall be held by the Collateral Trustee in a Collateral Account maintained under its control.  All Proceeds while held by the Collateral Trustee in a Collateral Account (or by such Grantor for the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.7.

6.7.Application of Proceeds.  At such intervals as may be agreed upon by the Company and the Collateral Trustee (acting at the direction of the Priority Lien Secured Parties or the Second Lien Secured Parties, as applicable under the terms of the Collateral Trust Agreement), or, if an Actionable Default shall have occurred and be continuing, at any time at the Collateral Trustee’s election (subject to the terms of the Collateral Trust Agreement), the Collateral Trustee may apply all or any part of Proceeds constituting Collateral realized through the exercise by the Collateral Trustee of its remedies hereunder, whether or not held in any

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Collateral Account, in payment of the Secured Obligations in accordance with the provisions of the Collateral Trust Agreement.

6.8.Code and Other Remedies.  (a)  If an Actionable Default shall occur and be continuing, the Collateral Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to any of them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable law or in equity in each case subject to the terms of the Collateral Trust Agreement.  Without limiting the generality of the foregoing and in each case subject to the terms of the Collateral Trust Agreement, the Collateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Trustee or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.  The Collateral Trustee and each other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released.  Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten Business Days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  In connection with any such sale, the Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral.  The Collateral Trustee may specifically disclaim or modify any warranties of title or the like.  This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.  In the exercise of its remedies, each Grantor agrees that it would not be commercially unreasonable for the Collateral Trustee to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets.  Each Grantor hereby waives any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee accepts the first offer received and does not offer such Collateral to more than one offeree.  Each

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Grantor further agrees, at the Collateral Trustee’s request, to assemble the Collateral and make it available to the Collateral Trustee at places which the Collateral Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere.  In the exercise of its remedies, the Collateral Trustee shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process.

(b)The Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 6.8, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations in accordance with the Collateral Trust Agreement.  If the Collateral Trustee sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by purchaser and received by the Collateral Trustee and applied to indebtedness of the purchaser.  In the event the purchaser fails to pay for the Collateral, the Collateral Trustee may resell the Collateral and the Grantor shall be credited with proceeds of the sale.  To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Trustee or the other Secured Parties arising out of the exercise by them of any rights hereunder, except for such Person’s gross negligence and willful misconduct, in each case, as determined by a court of competent jurisdiction by final and nonappealable judgment.

6.9.Securities Law Issues.  Each Grantor recognizes that the Collateral Trustee may be unable to effect a public sale of any or all the Pledged Equity Interests or the Pledged Debt Securities, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Collateral Trustee shall be under no obligation to delay a sale of any of the Pledged Equity Interests or the Pledged Debt Securities for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

6.10.Deficiency.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency.

6.11.Separate Liens.  The Collateral Trustee may exercise any or all of the rights and remedies set forth in this Section 6 separately with respect to each security interest granted hereunder or jointly, as directed by the relevant Secured Parties in accordance with the Collateral Trust Agreement.

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SECTION 7.THE COLLATERAL TRUSTEE

7.1.Collateral Trustee’s Appointment as Attorney-in-Fact, etc.  (a)  Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i)in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Trustee for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable;

(ii)in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustee’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii)pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv)execute, in connection with any sale provided for in Section 6.8 or 6.9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v)(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such

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suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Trustee may deem appropriate; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Trustee shall reasonably determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and do, at the Collateral Trustee’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Trustee deems necessary to protect, preserve or realize upon the Collateral and the Collateral Trustee’s security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral Trustee agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Actionable Default shall have occurred and be continuing, and in accordance with the Collateral Trust Agreement.

(b)If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Trustee, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)The expenses of the Collateral Trustee incurred in connection with actions undertaken as provided in this Section 7.1[, together with interest thereon at the rate applicable under Section [  ] of the Indenture,] from the date of payment by the Collateral Trustee to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Trustee on demand.

(d)Each Grantor hereby ratifies all that said attorneys set forth in this Section 7.1 shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2.Duty of Collateral Trustee.  The Collateral Trustee’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Trustee deals with similar property for its own account.  Neither the Collateral Trustee, nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or Affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.  The powers conferred on the Collateral Trustee and the other Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon any Secured Party to exercise any such powers.  The Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, partners, employees, agents,

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attorneys and other advisors, attorneys-in-fact or Affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from their own gross negligence or willful misconduct.

Notwithstanding anything to the contrary contained in this Agreement, the rights, privileges, powers, benefits and immunities of the Collateral Trustee hereunder are subject to the terms, conditions and limitations set forth in the Collateral Trust Agreement, reference to which is made for all purposes; provided, however, that any forbearance by the Collateral Trustee in exercising any right or remedy available to it under the Collateral Trust Agreement shall not give rise to a defense on the part of the Grantors with respect to the Collateral Trustee’s exercise of any right or remedy pursuant to this Agreement or as otherwise afforded by applicable law.

7.3.Authorization of Financing Statements.  Pursuant to Section 9-509(b) of the New York UCC and any other applicable law, each Grantor hereby authorizes the Collateral Trustee to file or record financing or continuation statements, and amendments thereto, and other filing or recording documents or instruments with respect to the Collateral, without the signature of such Grantor, in such form and in such offices as the Collateral Trustee reasonably determines appropriate to perfect or maintain the perfection of the security interests of the Collateral Trustee under this Agreement.  Each Grantor agrees that such financing statements may describe the Collateral in the same manner as described in the Security Documents or as “all assets” or “all personal property” or words of similar effect, wherever located and whether now owned or hereafter existing or acquired or such other description as the Collateral Trustee, in its sole judgment, determines is necessary or advisable.  A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

7.4.Authority of Collateral Trustee.  Each Grantor acknowledges that the rights and responsibilities of the Collateral Trustee under this Agreement with respect to any action taken by the Collateral Trustee or the exercise or non-exercise by the Collateral Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Trustee and the other Secured Parties, be governed by the Collateral Trust Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Trustee and the Grantors, the Collateral Trustee shall be conclusively presumed to be acting as agent for the Secured Parties, in its capacities as further described in the Collateral Trust Agreement, and with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.  Notwithstanding anything to the contrary contained herein, in taking any action hereunder the Collateral Trustee shall not be required to act except to the extent that it shall have been directed in writing to so act by a Secured Debt Representative; provided that all actions of the Collateral Trustee hereunder shall be taken pursuant to the terms of the Collateral Trust Agreement and the Collateral Trustee shall act to the extent directed pursuant to the terms thereof with respect to those matters specified therein.

7.5.Access to Collateral, Books and Records; Other Information.  Upon reasonable request to any Grantor, representatives of the Collateral Trustee or any other Secured

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Party (acting through the applicable Secured Debt Representative) shall have full and free access to visit and inspect, as applicable, during normal business hours all of the Collateral of such Grantor, including all of the books, correspondence and records of such Grantor relating thereto; provided that no Grantor shall be required to provide such access more than two times in any fiscal year, unless an Actionable Default shall have occurred and be continuing.  The Collateral Trustee and its representatives may examine the same, take extracts therefrom and make photocopies thereof, and such Grantor agrees to render to the Collateral Trustee, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested by the Collateral Trustee with regard thereto.  Such Grantor shall, at any and all times, within a reasonable time after written request by the Collateral Trustee, furnish or cause to be furnished to the Collateral Trustee, in such manner and in such detail as may be reasonably requested by the Collateral Trustee, additional information with respect to the Collateral.

7.6.The Collateral Trustees.  The Collateral Trustee shall have all of the rights (including indemnification rights), powers, benefits, privileges, protections, indemnities and immunities granted to the Collateral Trustee under the Collateral Trust Agreement, all of which are incorporated herein mutatis mutandis.

SECTION 8.MISCELLANEOUS

8.1.Amendments in Writing.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 7.1 of the Collateral Trust Agreement.

8.2.Notices.  All notices, requests and demands to or upon the Collateral Trustee or any Grantor hereunder shall be effected in the manner provided for in Section 7.5 of the Collateral Trust Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth on Schedule 8.2 or such other address specified in writing to each Secured Debt Representative and the Collateral Trustee in accordance with such Section.  Each Grantor agrees to provide a copy of each notice provided by it hereunder to the Collateral Trustee to each Secured Debt Representative in the manner provided for in Section 7.1 of the Collateral Trust Agreement.

8.3.No Waiver by Course of Conduct; Cumulative Remedies.  Neither the Collateral Trustee nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Secured Debt Default under any Secured Debt Document.  No failure to exercise, nor any delay in exercising, on the part of the Collateral Trustee or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Collateral Trustee or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Secured Party would otherwise have on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

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8.4.Additional Secured Debt Representative.  Each Secured Debt Representative that becomes entitled to the benefits of the Collateral Trust Agreement and that executes and delivers a Joinder thereto after the Closing Date in accordance with the terms thereof and hereof shall become be entitled to the benefits of this Agreement.

8.5.Enforcement Expenses; Indemnification.  (a)  Each Grantor agrees to pay or reimburse the Collateral Trustee for all its costs and expenses incurred in collecting against such Grantor or enforcing or preserving any rights under this Agreement and the Secured Debt Documents to which such Grantor is a party, including the fees and disbursements of counsel to the Collateral Trustee.

(b)Each Grantor agrees to pay, and to save the Collateral Trustee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c)Each Grantor agrees to pay, and to save the Collateral Trustee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Company would be required to do so pursuant to Section [  ] of the Indenture (whether or not then in effect), if the Collateral Trustee were acting as the Trustee under the Indenture.

(d)The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable under the Secured Debt Documents.

8.6.Successors and Assigns.  This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Collateral Trustee and the other Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Trustee, and any attempted assignment without such consent shall be null and void.

8.7.Set-Off.  Each Grantor hereby irrevocably authorizes each Secured Party at any time and from time to time upon the occurrence and during the continuance of an Actionable Default, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by each Secured Party to or for the credit or the account of such Grantor, or any part thereof in such amounts as each Secured Party may elect, against and on account of the obligations and liabilities of such Grantor to each Secured Party hereunder and claims of every nature and description of each Secured Party against such Grantor, in any currency, whether arising hereunder, under any other Secured Debt Document or otherwise, as each Secured Party may elect, whether or not each Secured Party has

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made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured, provided that each such set-off and appropriation by any Secured Party shall be held by it and applied in accordance with the terms of the Collateral Trust Agreement.  The applicable Secured Party shall notify such Grantor promptly of any such set-off and the application made by each Secured Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application.  The rights of each Secured Party under this Section are in addition to other rights and remedies (including other rights of set-off) which each Secured Party may have.

8.8.Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission (including in .pdf or .tif format) shall be as effective as delivery of a manually signed counterpart of this Agreement.

8.9.Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.10.Section Headings.  The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.11.Integration.  This Agreement and each of the other Secured Debt Documents represent the agreement of the Grantors, the Collateral Trustee and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in any of the other Secured Debt Documents.

8.12.APPLICABLE LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

8.13.Submission to Jurisdiction; Waivers.  Each Grantor hereby irrevocably and unconditionally:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Secured Debt Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof, in each case in the City of New York;

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(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Collateral Trustee and the Secured Debt Representatives shall have been notified pursuant thereto;

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, indirect, exemplary, punitive or consequential damages.

8.14.Acknowledgments.  Each Grantor hereby acknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Secured Debt Documents to which it is a party;

(b)no Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Secured Debt Documents, and the relationship between the Grantors on the one hand, and the Collateral Trustee and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)no joint venture is created hereby or by the Secured Debt Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

8.15.Additional Grantors.  Each Subsidiary of the Company that is required to become a party to this Agreement pursuant to any Secured Debt Document shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement substantially in the form of Annex 1.

8.16.Releases.  All or any portion of the Collateral shall be released from the Liens created hereby and the other Security Documents shall terminate and/or any Lien created by any Secured Debt Document may be subordinated to other Liens, in each case as provided in Section 4.1 of the Collateral Trust Agreement.

8.17.Conflicts.  In the case of any conflicts between this Agreement and the Collateral Trust Agreement, the provisions of the Collateral Trust Agreement shall govern and control.  In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of a mortgage securing the Secured Obligations and the terms

39

thereof are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such mortgage shall control in the case of fixtures and real property leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall control in the case of all other Collateral.

8.18.WAIVER OF JURY TRIAL.  EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER SECURED DEBT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.19.Effect of Amendment and Restatement of Existing Security Agreement.  (a)  The Company, GAI, each other Grantor and the Collateral Trustee, acting as directed by an Act of Instructing Debtholders, agree that the Existing Security Agreement (including all exhibits thereto) shall be amended and restated in its entirety on the Closing Date, and the Existing Security Agreement shall thereafter be deemed replaced and superseded in all respects by this Agreement, except to evidence any action or omission performed or required to be performed pursuant to the Existing Security Agreement prior to the Closing Date.  On the Closing Date, the terms set forth in this Agreement shall replace the terms of the Existing Security Agreement to the extent provided in this Section 8.19.  As used in this Agreement, the terms “Agreement,” “this Agreement,” “herein,” “hereinafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean, from and after the replacement of the terms of the Existing Security Agreement by the terms of this Agreement, this Agreement.  The Company, GAI and each other Grantor acknowledge and agree that (i) this Agreement and the Security Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” under the Collateral Trust Agreement and the “Secured Obligations” under the Existing Security Agreement and the other Security Documents as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, (ii) the “Obligations” under the Existing Collateral Trust Agreement and the “Secured Obligations” under the Existing Security Agreement and the other Security Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to the terms herein) and (iii) the Liens and security interests as granted under the Existing Security Agreement and each other applicable Security Document securing payment of such “Obligations” and “Secured Obligations” are in all respects continuing and in full force and effect and are reaffirmed hereby.

(b)On and after the Closing Date, (i) all references to the Existing Security Agreement in the Security Documents and in the Secured Debt Documents shall be deemed to refer to this Agreement, (ii) all references to any section (or subsection) of the Existing Security Agreement in any Security Document and in any Secured Debt Document shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) all references to the Existing Collateral Trust Agreement or to the terms defined therein in the Security Documents and in the Secured Debt Documents shall be deemed to refer to the Collateral Trust Agreement and the terms defined therein.

(c)This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein, in the Collateral Trust Agreement or in any other Security

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Document; all terms and conditions of the other Security Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Security Document.  Nothing herein shall be deemed to entitle the Company, any other Grantor or any other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained herein in similar or different circumstances.

8.20.Release. Each Released Grantor is hereby released from the Existing Security Agreement and any obligations thereunder and the Collateral Trustee hereby agrees that they shall have no obligations under this Agreement, and that all Liens on any property of any Released Grantors shall be and are hereby automatically released, discharged and terminated;

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated Security Agreement to be duly executed and delivered as of the date first above written.

GENON ENERGY, INC.
By:
	Name:
	Title:
NRG AMERICAS, INC. (f/k/a GenOn Americas, Inc.)
By:
	Name:
	Title:

Amended and Restated Security Agreement

GENON ENERGY HOLDINGS, INC.
GENON ENERGY MANAGEMENT, LLC
GENON ENERGY SERVICES, LLC
GENON MID-ATLANTIC DEVELOPMENT, LLC
GENON POWER OPERATING SERVICES MIDWEST, INC.
HUDSON VALLEY GAS CORPORATION
MIRANT NEW YORK SERVICES, LLC
MIRANT POWER PURCHASE, LLC
NRG BOWLINE LLC
NRG CALIFORNIA NORTH LLC
NRG CANAL LLC
NRG FLORIDA GP, LLC
NRG LOVETT DEVELOPMENT I LLC
NRG LOVETT LLC
NRG NEW YORK LLC
NRG NORTH AMERICA LLC
NRG NORTHEAST GENERATION, INC.
NRG NORTHEAST HOLDINGS, INC.
NRG POTRERO LLC
NRG POWER GENERATION ASSETS LLC
NRG POWER GENERATION LLC
NRG POWER MIDWEST GP LLC
NRG SABINE (DELAWARE), INC.
NRG SABINE (TEXAS), INC.
NRG WHOLESALE GENERATION GP LLC
ORION POWER NEW YORK GP, INC.
ORION POWER NEW YORK LP, LLC
RRI ENERGY SERVICES, LLC
By:
	Name: Gaetan Frotte
	Title: Treasurer

Amended and Restated Security Agreement

MIRANT INTELLECTUAL ASSET MANAGEMENT AND MARKETING, LLC
MNA FINANCE CORP.
RRI ENERGY BROADBAND, INC.
RRI ENERGY CHANNELVIEW
(DELAWARE) LLC
RRI ENERGY CHANNELVIEW (TEXAS) LLC
RRI ENERGY COMMUNICATIONS, INC.
RRI ENERGY TRADING EXCHANGE, INC.
RRI ENERGY VENTURES, INC.
RRI ENERGY SERVICES CHANNELVIEW LLC
RRI ENERGY SERVICES DESERT BASIN, LLC
RRI ENERGY SOLUTIONS EAST LLC
By:
	Name: Gaetan Frotte
	Title: President & Treasurer
GENON AMERICAS PROCUREMENT, INC.
GENON ASSET MANAGEMENT, LLC
GENON SPECIAL PROCUREMENT, INC.
By:
	Name: Rachel Smith
	Title: Treasurer
NRG FLORIDA LP
By: NRG Florida GP, LLC, its General Partner
By:
	Name: Gaetan Frotte
	Title: Treasurer
NRG POWER MIDWEST LP
By: NRG Power Midwest GP LLC, its General Partner
By:
	Name: Gaetan Frotte
	Title: Treasurer

Amended and Restated Security Agreement

NRG WHOLESALE GENERATION LP
By: NRG Wholesale Generation GP LLC, its General Partner
By:
	Name: Gaetan Frotte
	Title: Treasurer
ORION POWER NEW YORK, L.P.
By: Orion Power New York GP, Inc., its General Partner
By:
	Name: Gaetan Frotte
	Title: Treasurer
RRI ENERGY CHANNELVIEW LP
By: RRI Energy Channelview (Texas) LLC, its General Partner
By:
	Name: Gaetan Frotte
	Title: President & Treasurer

Amended and Restated Security Agreement

THE BANK OF NEW YORK MELLON, as Collateral Trustee
By:
	Name:
	Title:

Amended and Restated Security Agreement

Schedule B

Required Collateral Actions

The Collateral Trustee shall have received, and the Administrative Agent shall have received a copy of appropriately completed copies, which have been duly authorized for filing by the appropriate person, of UCC-1 financing statements or equivalent filings naming the Borrowers and each Subsidiary Guarantor as debtor and the Collateral Trustee as the secured party covering the Collateral to be filed under the UCC of all jurisdictions as may be necessary to perfect the security interests of the Collateral Trustee in any Collateral held by the Borrowers and the Subsidiary Guarantors to the extent that such security interests can be perfected by the filing of a UCC-1 financing statement, securing the Obligations of the Borrowers and the Subsidiary Guarantors with respect to the Amendment.

EX-10.2

Exhibit 10.2

Execution Version

SERVICES AGREEMENT AMENDMENT

SERVICES AGREEMENT AMENDMENT, dated as of May 8, 2017 (this “Amendment”), between NRG Energy, Inc., a Delaware corporation (“NRG”) and GenOn Energy, Inc., a Delaware corporation (“GenOn” and, together with NRG, the “Parties”).

RECITALS:

WHEREAS, the Parties are parties to the Services Agreement dated as of December 20, 2012 (the “Services Agreement”);(1)

WHEREAS, on May 4, 2017, GenOn commenced an offering (the “Offering”) of new, senior secured first lien secured notes due 2022 (the “New Notes”) pursuant to that certain Preliminary Offering Circular dated May 4, 2017 as may be amended, supplemented, or modified, (the “Offering Circular”);

WHEREAS, in connection with the Offering, GenOn will enter into an Escrow and Security Agreement to govern, among other things, the release of proceeds raised in the Offering, the form of which is attached as Annex A to the Offering Circular (the “Escrow Agreement”);

WHEREAS, each of the Parties is also party to that certain Revolving Credit Agreement, dated as of December 14, 2012, as amended by that certain Amendment No. 1 to Revolving Credit Agreement, dated as of December 13, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”);

WHEREAS, the Parties are amending the Revolving Credit Agreement as set forth in that certain Amendment No. 2 to the Revolving Credit Agreement, dated as of the date hereof, by and among GenOn and NRG Americas, Inc., each a borrower, NRG as Administrative Agent and the lender party thereto (the “Revolving Credit Agreement Amendment”), and as a result, among others, NRG is willing to agree to a reduction in the aggregate annual Fee for the Services as described herein; and

WHEREAS, pursuant to Section 9.04 of the Services Agreement, the Parties have agreed to amend the Services Agreement as set forth herein.  In connection therewith and in accordance with Section 9.04 of the Services Agreement, the parties hereto wish to amend the Services Agreement in the following respects.

NOW, THEREFORE, in consideration of the foregoing, including the commencement of the Offering and Revolving Credit Agreement Amendment, among others,

(1)Capitalized terms used but not defined herein shall have the meanings assigned to them in the Services Agreement.

and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I          AMENDMENTS TO THE SERVICES AGREEMENT.

SECTION 1.01     Amendment of Section 4.01.  Section 4.01 shall be amended to insert a new subparagraph (c) as follows:

(c) In the event that, on or before June 15, 2017, (i) the Company and the Initial Issuer (as defined in the Revolving Credit Agreement Amendment) consummate a special mandatory redemption of the New Notes pursuant to the Indenture (as such term is defined in the Escrow Agreement) and (ii) GenOn commences a voluntary bankruptcy case under chapter 11 of title 11 of the United States Code, without an agreement regarding a chapter 11 plan of reorganization with an ad hoc group of holders of GenOn 7.875% Senior Notes due 2017, 9.500% Notes due 2018, and 9.875% Notes due 2020 (collectively, the “GenOn Notes”) and GenOn Americas Generation, LLC 8.50% Senior Notes due 2021 and 9.125% Senior Notes due 2031 (collectively, the “GAG Notes”) that collectively hold (x) 2/3 in amount of the aggregate principal and accrued and unpaid interest outstanding in respect of the GenOn Notes and (y) 2/3 in amount of the aggregate principal and accrued and unpaid interest outstanding in respect of the GAG Notes, GenOn shall be entitled to a one-time credit equal to four percent (4%) of the aggregate principal amount of the New Notes plus accrued interest thereon from the date of entry into the Escrow Agreement to (but not including) the date of any special mandatory redemption of the New Notes pursuant to the Indenture (as such term is defined in the Escrow Agreement) (the “Offering Credit”).  The Offering Credit, if any, shall be applied against the amounts GenOn is required to pay under the Services Agreement, in whole or in increments, as and when such amounts are payable, until such time as the Offering Credit has been fully applied.

SECTION 1.02     Amendment of Exhibit B.  Exhibit B shall be amended as follows:

Upon the occurrence of the Amendment No. 2 Effective Date (as defined in the Revolving Credit Agreement Amendment), the annual Fee for the Services under the Services Agreement, from and after January 1, 2017 and for any Renewal Periods thereafter, shall be One Hundred Forty-Two Million Six Hundred Thousand Dollars (US $142,600,000), per year, pro-rated for any partial year.

ARTICLE II        MISCELLANEOUS PROVISIONS.

SECTION 2.01.    Conditions to Effectiveness.  This Amendment shall become effective upon execution and delivery of this Amendment by each of the Parties hereto.

SECTION 2.02.    Counterparts.  This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this

2

Amendment electronically or by telecopy shall be as effective as delivery of a manually executed counterpart of this Amendment.

SECTION 2.03     Governing Law.  THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER WILL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 2.04     Effect of the Amendment.  Except as specifically amended herein, the Services Agreement shall continue in full force and effect in accordance with its original terms.  Reference to this specific Amendment need not be made in the Services Agreement, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Services Agreement, any reference in any of such items to the Services Agreement being sufficient to refer to the Services Agreement as amended hereby.

SECTION 2.05     Reservation of Rights.  The Parties agree that nothing in this Amendment or otherwise shall operate as, or be deemed to be, a waiver or modification of any of the Parties’ rights or remedies under, relating to,  or concerning the Services Agreement or otherwise other than as set forth herein, and the Parties hereby expressly reserve all such rights and remedies.  Without limiting the generality of the forgoing, each Party expressly reserves all rights and remedies available under all applicable law, including any and all claims that now exist or hereafter arise, and this Amendment shall not operate as and does not constitute a waiver of any past, present or future breach or default under the Services Agreement, or any other claims, including any claims arising under any applicable fraudulent transfer statutes, and does not directly or indirectly: (i) impair, prejudice or otherwise adversely affect either Party’s ability at any time to exercise any right or remedy under the Services Agreement or applicable law or (ii) constitute any course of dealing or other basis for altering any obligation of either Party or any right or remedy of either Party under the Services Agreement or any other contract or instrument, or under applicable law, except as expressly provided for herein.  The Parties expressly reserve their rights with respect to any and all fees, costs, and expenses that it may seek in the form of reimbursement or otherwise.  Nothing in this Amendment shall:  (x) be construed in any manner whatsoever to create an inference, or serve as the basis for an inference to be drawn, concerning the Fee in the Services Agreement and the Fee as amended by this Amendment and described in the amendment to Exhibit B, either separately or when compared; (y) be construed as an admission or operate as an admission of liability or wrongdoing on the part of any Party; or (z) operate as a waiver of any claims, rights, defenses or counterclaims, in law or in equity with respect to the Services Agreement, the Fee contained therein, the Fee as amended by this Amendment and described in the amendment to Exhibit B, and any calculation thereof.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  Each Party hereby

3

acknowledges that it has been induced to enter into this Amendment by, among other things, the mutual waivers and certifications in this paragraph.

*              *              *              *

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IN WITNESS WHEREOF, the parties have caused this Services Agreement Amendment to be duly executed by their respective officers as of the day and year first above written.

NRG Energy, Inc.
By:	/s/ Gaëtan Frotté
Name:	Gaëtan Frotté
Title:	Treasurer
GenOn Energy, Inc.
By:	/s/ Mark A. McFarland
Name:	Mark A. McFarland
Title:	Chief Executive Officer