Common use of Collateral and Security Documents Clause in Contracts

Collateral and Security Documents. On and after the Issue Date, the full and punctual payment of principal of and interest on the Securities when due, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities and payment and performance of all other Second Lien Obligations shall be secured to the extent and as provided in the Security Documents, which define the terms of the Liens that secure the Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement. The Trustee, the Company and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, shall be deemed to: (i) consent and agree to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements.

Collateral and Security Documents. On and after (a) In order to secure the Issue Date, the full due and punctual payment of principal of the Notes, the Issuer, the Guarantors and interest the Subordinated Guarantor have entered or will enter into the Security Documents to create the Second Priority Liens on the Securities when due, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, and interest on Collateral in accordance with the overdue principal terms thereof. In the event of and interest on the Securities and payment and performance of all other Second Lien Obligations shall be secured to the extent and as provided in the Security Documents, which define a conflict between the terms of the Liens that secure the Second Lien Obligationsthis Indenture, subject to the terms, conditions and provisions of the Intercreditor Agreement. The Trustee, the Company and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. , the Security Documents and the Intercreditor Agreement shall control. (b) Each HolderHolder of a Note, by accepting a Securitysuch Note, shall be deemed to: (i) consent and agree agrees to all of the terms, conditions terms and provisions of the Security Documents and the Intercreditor Agreement Agreement. (including c) From and after the provisions providing for foreclosure and release Issue Date, if the Issuer, any Guarantor or the Subordinated Guarantor creates any additional security interest in or Lien on any asset or property to secure any First Priority Obligation, it must, unless (i) such asset or property is within the meaning of Excluded Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions financial statements described in the second sentence of the Intercreditor Agreement and (iii) agree that none definition of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Excluded Collateral Agent shall would be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision as a result of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent such grant, concurrently grant, pursuant to the Security Documents Documents, a Second Priority Lien (subject only to First Priority Liens and will do Permitted Liens), to the same extent as the Second Priority Liens granted on the Issue Date, upon such asset or cause to be done property as security for the Notes, the Guarantees and the Subordinated Guarantee and take all such acts actions (including the filing and things as recording of financing statements, Mortgages and other documents) that may be required under any applicable law, or which the Collateral Agent or Trustee may reasonably required request to perfect such Second Priority Lien, all at the expense of the Issuer, the Guarantors and the Subordinated Guarantor, including reasonable fees and expenses of counsel incurred by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in connection therewith. If granting or perfecting any Second Priority Lien described in the Collateral contemplated herebyprevious sentence requires the consent of a third party, by the Security Documents Issuer, such Guarantor or any part thereofthe Subordinated Guarantor, as from time the case may be, will use commercially reasonable efforts to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, obtain such consent with respect to the enforceability granting or perfecting of such Second Priority Lien, but if the third party does not consent to the granting or perfecting of the Second Priority Lien after the use of commercially reasonable efforts, none of the Issuer, the Guarantors or the Subordinated Guarantor will be required to do so. Also, if a Second Priority Lien in the asset or property to be subject to such Second Priority Lien cannot be granted or perfected under applicable bankruptcylaw, insolvencynone of the Issuer, reorganizationthe Guarantors or the Subordinated Guarantor will be required to grant such Second Priority Lien. The Issuer, moratorium such Guarantor or other laws affecting creditors’ rights generally and subject the Subordinated Guarantor, as the case may be, will have 60 days after the date such supplemental indenture shall be signed to general principles complete those actions required to perfect the Second Priority Liens on the portion (if any) of equitysuch assets or property consisting of real property. To the extent consents are required from third parties in order to grant or perfect a Second Priority Lien on such real property, regardless the Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, shall have 90 days after the date of whether considered in such supplemental indenture to obtain any such consent; PROVIDED, HOWEVER, that if the third party does not consent to such a proceeding in equity waiver, after the use of commercially reasonable efforts on the part of such Subsidiary, then none of the Issuer, the Guarantors or at law)the Subordinated Guarantor will be required to grant or perfect a Second Priority Lien on such property. Finally, to the extent a separate notation in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority Holders as holders of Second Priority Liens is required by law to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee be noted on a certificate of an executive officer title issued under the certificate of title or similar laws of any state for any such asset or property, the Company who has specific knowledge of Issuer, such Guarantor or the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since Subordinated Guarantor shall have nine months from the date of such supplemental indenture to perfect such Second Priority Lien; PROVIDED that the prior annual financial statementsSubordinated Guarantor has no obligation to obtain any such certificate of title unless required to do so under the Credit Agreement. The Issuer shall, and shall cause each Guarantor and the Subordinated Guarantor, to comply with their obligations under Section 5(k) of the Purchase Agreement.

Collateral and Security Documents. On and after the Issue Date, (a) To secure the full and punctual payment when due and the full and punctual performance of principal the Obligations of the parties hereto, Holdings, the Issuer and interest on the Securities when dueSecurity Agent have entered into the Security Documents and may enter into additional Security Documents. (b) The relative priority among (i) the lenders and counterparties under First Priority Lien Obligations, whether on an interest payment date(ii) the Trustee and the Holders under this Indenture with respect to the Security Interest in the Collateral that is created by the Security Documents and secures obligations under the Securities, at maturitythis Indenture and the Subordinated Guarantees, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Additional Securities and payment any Subordinated Guarantees in respect of any Additional Securities and performance (iii) the Trustee and the Holders under the indenture governing the Senior Securities is established by the terms of all other Second Lien Obligations shall be secured to the extent and as provided in Intercreditor Agreement, any Additional Intercreditor Agreement this Indenture, any indenture governing the Additional Securities the indenture governing the Senior Securities, the Security Documents, which define the terms of the Liens that secure the Second Lien Obligations, subject security documents relating to the termsSenior Securities and the Credit Agreement, conditions and provisions of which provide that the Intercreditor Agreement. The TrusteeFirst Priority Lien Obligations are secured by a first priority interest in the Collateral, the Company obligations under the Senior Securities are secured by a second-priority interest in the Collateral, and the Subsidiary Guarantors each hereby acknowledge obligations under the Securities and agree that any Additional Securities are secured by a third-priority interest in the Second Lien Collateral Agent Collateral. (or its bailee or agentc) holds the Collateral in trust The Trustee for the benefit of Securities has, and by accepting a Security, each Holder thereof will be deemed to have: (1) irrevocably appointed the Trustee Security Agent to act as its agent and the Holders, in each case pursuant to the terms of trustee under the Security Documents and the other relevant documents to which it is a party; and (2) irrevocably authorized the Security Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, power and discretions; and (ii) execute each document expressed to be executed by the Security Agent on its behalf. (d) The Trustee shall become party to the Intercreditor Agreement. Each Holder, Agreement and by accepting a Security, each Holder thereof shall be deemed to: (i) consent to have irrevocably authorized the Trustee to perform the duties and agree exercise the rights, powers and discretions that are specifically given to the terms, conditions and provisions of the Security Documents and it under the Intercreditor Agreement Agreement. (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time e) The Security Agent shall become party to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Companyby accepting a Security, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent each Holder thereof shall be required hereunder or deemed to have irrevocably authorized the Security Agent to perform the duties and exercise the rights, powers and discretions that are specifically given to it under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements.

Collateral and Security Documents. On and after the Issue Date, the full The due and punctual payment of the principal of and premium and interest on the Securities Notes and Guarantees when dueand as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities Notes and payment Guarantees and performance of all other Second Lien Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured to the extent and as provided in the Security Documents, which define the terms of the Liens that secure the Second Lien Obligations, subject to the terms, conditions and provisions terms of the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement. The Trustee, the Company Issuer and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Notes Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case Noteholder Secured Parties pursuant to the terms of the Security Documents Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement. Each Holder, by accepting a SecurityNote, shall be deemed to: (i) consent consents and agree agrees to the terms, conditions and provisions terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure and release of Collateral as well as the subordination of the LiensCollateral), the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement as the same each may be in effect or may be amended, modified, supplemented or restated amended from time to time in accordance with their terms and this Indenture Indenture, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, and authorizes and directs the Trustee and Second Lien Notes Collateral Agent to sign these documentsenter into the Security Documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the ABL-Notes Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document Pari Passu Intercreditor Agreement and to take any action inconsistent with or contrary to any provision of the Intercreditor Agreementperform its obligations thereunder in accordance therewith. The Company Issuer shall promptly deliver to the Trustee (if it is not itself then the Second Lien Notes Collateral Agent) Agent copies of all material documents delivered required to the Second Lien Collateral Agent be filed pursuant to the Security Documents Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 11.01, to reasonably assure and confirm to the Trustee and the Second Lien Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority lien in the ABL Collateral contemplated hereby, by the 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 Securities Notes and the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Company shall takeIssuer shall, and shall cause the Subsidiary Guarantors to takeits Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create create, perfect and maintain, as security for the Second Lien ObligationsObligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions terms of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawDocuments), in favor of the Second Lien Notes Collateral Agent for the benefit of the Trustee and the Holders, second in priority Noteholder Secured Parties subject to any and all no Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of Liens permitted under this Indenture and with the Security Documentspriority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of and Notes Collateral Agent shall not have a Lien on the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsExcluded Assets.

Collateral and Security Documents. On and after (a) To secure the Issue Date, the full due and punctual payment of the principal of and interest on the Securities Notes when dueand as the same shall become due and payable, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, and the performance of all other obligations of the Issuer to the Holders under this Indenture and the Notes, the Issuer, New Horizons and the Trustee have entered into the Security Documents pursuant to which (i) New Horizons has granted to the Trustee, for the benefit of the Holders, a first priority mortgage Lien on the Yonkers Property and the Net Proceeds of the Disposition of the Yonkers Property, (ii) subject to Section 12.1(b) below, the Issuer has granted to the Trustee, for the benefit of the Holders, a first priority mortgage Lien on the Additional Collateral and the Net Proceeds of the Disposition of the Additional Collateral and (iii) the Issuer has granted to the Trustee, for the benefit of the Holders, a first priority Lien on the Pledged Stock. Each such Lien shall be subject to modification, and certain portions of the Collateral shall be subject to release, upon the terms and provisions set forth herein and in the Security Documents. (b) The Additional Collateral only shall secure Indebtedness under the Notes in an amount equal to the sum of (A) $6.5 million (the "Differential Amount") plus (B) an amount (the "Assumed Unpaid Interest Amount") from time to time equal to the amount of interest (including interest on interest to the overdue extent payable under the Notes) that would accrue on $6.5 million of Outstanding Notes from January 29, 1999 to the date of calculation of the extent of the Lien on the Additional Collateral (but excluding any period for which interest has in fact been paid under the Notes) and all costs and expenses payable by the Issuer under the Leasehold Mortgages encumbering the Additional Collateral. The Issuer shall not be under any obligation to seek to Dispose of the Additional Collateral to prepay the Notes. (c) The Lien on the Pledged Stock shall be terminated and released upon the Disposition of the Yonkers Property and the application of the Net Proceeds of such Disposition in accordance with Article 3 hereof. (d) With respect to any Leasehold Mortgage, if (i) all of the outstanding principal of and interest on all of the Securities and payment and performance of all other Second Lien Obligations Notes shall be secured paid in accordance with the terms thereof and hereof and any and all sums payable by the Issuer or the Mortgagor hereunder and under the Security Documents shall be paid or (ii) if all of the interests of the Mortgagor in the Mortgaged Property under such Leasehold Mortgage shall be Disposed of and if each of the Issuer and the Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the extent Trustee), then in either such case, such Leasehold Mortgage shall be null and void and of no further force and effect and the Mortgaged Property thereunder shall thereupon be, and shall be deemed to have been, reconveyed, released and discharged from such Leasehold Mortgage without further notice on the part of the Mortgagor or Mortgagee thereunder, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as provided the Mortgagor may request evidencing or confirming the reconveyance, release and discharge of the Mortgaged Property from such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence such reconveyance, release and discharge. Notwithstanding the foregoing, if (i) or (ii) above shall occur, then the Mortgagor shall have the option to request an assignment of such Leasehold Mortgage, without recourse, representation or warranty in lieu of the satisfaction of such Leasehold Mortgage as described above, and, at the Mortgagor's written request, the Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a Note, by accepting a Note, agrees to all of the terms and provisions of the Security Documents, which define as the terms of the Liens that secure the Second Lien Obligations, subject same may be amended from time to the terms, conditions and provisions of the Intercreditor Agreement. The Trustee, the Company and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case time pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, shall be deemed to: (i) consent and agree to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsIndenture.

Collateral and Security Documents. On (a) The Issuer and after the Issue Date, Subsidiary Guarantors agree to secure the full and punctual payment of principal of when due and interest on the Securities when due, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, full and interest on the overdue principal of and interest on the Securities and payment and punctual performance of all other Second Lien Obligations shall be secured their obligations under this Indenture and the Notes by (i) a first priority pledge of shares of CME NV and CME BV (the “Pledged Shares”) and (ii) a first priority assignment of the Issuer’s rights under the Framework Agreement and the TV Nova Group Agreement (together with the Pledged Shares, the “Collateral”). The share pledges in respect of the Pledged Shares are referred to as the extent “Share Pledges” and, together with the assignment agreements evidencing the first priority assignment of rights under the Framework Agreement and as provided in the TV Nova Group Agreement, the “Security Documents, which define the terms of the Liens that secure the Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement”. The Trustee, the Company and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant Subject to the terms of the Security Documents and this Indenture, the Intercreditor AgreementIssuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. (b) Each Holderholder by accepting a Note shall be deemed to appoint the Security Trustee to act as its trustee and representative in connection with the Collateral and the Security Documents and authorizes the Security Trustee (acting only at the direction of the Trustee) to exercise such rights, powers and discretions as are specifically delegated to the Security Trustee by the terms hereof and together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts hereby created and each holder of Notes by accepting a Note shall be deemed to irrevocably authorize the Security Trustee on its behalf to release any existing security being held in favor of the holders, to enter into any and each Security Document and to deal with any formalities in relation to the perfection of any security created by such Security Documents (including, inter alia, entering into such other documents as may be necessary to such perfection). (1) The Security Trustee declares that it shall hold the Collateral on trust for the holders of Notes and the Trustee on the terms contained in this Indenture and in the Security Documents. (2) Each holder by accepting a Note shall be deemed to agree that the Security Trustee shall have only those duties, obligations and responsibilities and such rights and protections as expressly specified in this Indenture or in the Security Documents (and no others shall be implied). (d) The Security Trustee agrees that it will hold the security interests in the Collateral created under any Security Document to which it is a party as contemplated by this Indenture and any and all proceeds thereof, for the benefit of, among others, the Trustee and the holders of Notes, without limiting the Security Trustee’s rights to act in preservation of the security interest in the Collateral. The Security Trustee will take action or refrain from taking action in connection therewith only as directed by the Trustee. (e) Each holder, by accepting a SecurityNote, shall be deemed to: (i) consent and agree to have agreed to all the terms, conditions terms and provisions of the Security Documents Documents. (f) Beyond the exercise of reasonable care in the custody thereof, the Security 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 Intercreditor Agreement (including Security 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 provisions providing for foreclosure and release perfection of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Security. The Security Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral contemplated herebyin its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and 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 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest Trustee in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsgood faith.

Collateral and Security Documents. (a) On and after the Issue Date, all the full and punctual payment of principal of and interest on the Securities when due, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities and payment and performance of all other Second Lien Obligations shall be secured to the extent and as provided in the Security Documents, which define the terms of the Liens that secure the Second Lien Obligations. (1) Notwithstanding the foregoing, the Capital Stock and securities of any Restricted Subsidiary shall constitute Collateral with respect to the Senior Secured Notes only to the extent that the securing of the Notes with such Capital Stock and securities would not require such Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X under the Securities Act. In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation that would require) the filing with the SEC of separate financial statements of any Restricted Subsidiary due to the fact that such Restricted Subsidiary’s Capital Stock and securities secure the Notes or any Guarantee, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed not to be part of the Collateral (but only to the extent necessary for such Restricted Subsidiary to not be subject to such requirement to provide separate financial statements) and such excluded portion of the Capital Stock and securities is referred to as the “Excluded Stock Collateral”. In such event, the Security Documents may be amended, modified or supplemented, without the consent of any Holder, to the extent necessary to release the security interests on the Excluded Stock Collateral. (2) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation that would permit) any Restricted Subsidiary’s Excluded Stock Collateral to secure the Notes in excess of the amount then pledged without the filing with the SEC of separate financial statements of such Guarantor, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed to be a part of the Collateral (but only to the extent possible without such Restricted Subsidiary becoming subject to any such filing requirement). In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to subject to the terms, conditions Liens under the Security Documents such additional Capital Stock and provisions of the Intercreditor Agreement. securities. (b) The Trustee, the Company Collateral Agent and the Subsidiary Guarantors each Issuers hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust Liens created under the Security Documents as agent for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Documents. (c) Each Holder, by accepting a SecurityNotes, shall be deemed to: (i) consent and agree each other Secured Party, consents and agrees to the terms, conditions and provisions terms of the Intercreditor Agreement, substantially in the form of Appendix E hereto, and the other Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the LiensCollateral), as the same may be in effect or may be amended, modified, supplemented or restated amended from time to time in accordance with their terms and this Indenture Indenture, and authorizes and directs the Trustee and Second Lien Collateral Agent to sign these documentsenter into the Security Documents (including the Intercreditor Agreement substantially in the form of Appendix E hereto) and to bind the Holders, (iiperform its obligations and exercise its rights thereunder in accordance therewith. The Holders and each other Secured Party further authorize and direct the Collateral Agent to, at the direction of the Company, enter into supplemental agreements pursuant to Section 10.3(b) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iiiamendments and new intercreditor agreements pursuant to Section 10.3(c) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company Issuers shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) ), promptly upon request, copies of all material documents constituting the Security Documents or delivered to the Second Lien Collateral Agent pursuant to the Security Documents Documents, and will shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in and a lien on the Collateral collateral contemplated hereby, by the 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 Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company Anything herein to the contrary notwithstanding, in no case shall the Trustee or the Collateral Agent have any obligation to request any such actions or things and neither the Trustee nor the Collateral Agent shall have any liability for requesting or failing to request any such action or thing. Without limiting the foregoing, the Issuers shall take, and shall cause the Subsidiary Guarantors (or other Restricted Subsidiaries as contemplated by Section 4.11) to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and Lien on all of their respective title, rights and interest in, to and under assets that are of the type and kind constituting Collateral (including any assets or property required to become Collateral pursuant to Section 4.11) (subject to the terms, conditions and provisions terms of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawAgreement), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsSecured Parties.

Collateral and Security Documents. On and after (a) In order to secure the Issue Date, the full due and punctual payment of the principal of and interest on the Securities Securities, the Senior Secured Notes and, under certain circumstances, Permitted Replacement Financing when dueand as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities Securities, the Senior Secured Notes and, under certain circumstances, Permitted Replacement Financing and payment and the performance of all other Second Lien Obligations shall be secured to the extent and as provided in the Security Documents, which define the terms obligations of the Liens that secure the Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement. The Trustee, the Company and the Subsidiary Guarantors each to the Holders or the Trustee under this Indenture and the Securities, the holders of the Senior Secured Notes or the Note Trustee under the Note Indenture and the Senior Secured Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case Secured Parties pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each HolderSecurityholder, by accepting a Security, shall agrees to all of the terms and provisions of the Security Documents, as the same may be deemed to: (i) consent and agree amended from time to time pursuant to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsIndenture."

Collateral and Security Documents. On and after (a) In order to secure the Issue Date, the full due and punctual payment of principal of and interest on the Securities Notes when dueand as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and an interest (to the extent permitted by law), if any, on the Securities and payment Notes and performance of all other Second Lien Obligations shall be secured obligations of the Company to the extent Holders or the Trustee under this Indenture and as provided in the Security Documents, which define the terms of the Liens that secure the Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement. The TrusteeNotes, the Company and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds have simultaneously with the Collateral in trust for the benefit execution of the Trustee and the Holders, in each case pursuant to the terms of this Indenture entered into the Security Documents and (other than the Intercreditor Agreement. Each Holder), by accepting a Security, shall be deemed to: (i) consent and agree pursuant to which the Company has granted to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, Holders a second in priority to any and all Liens Lien on and security interests (other than Permitted Liens) at any time granted interest in the Collateral (such Lien ranking junior in priority only to secure the First existing Lien Obligationson the Collateral granted to the Master Trust and the PBGC, for the benefit of the pension plan of the Company, pursuant to the PBGC Documents, provided that upon the extinguishment of the Lien evidenced by the PBGC Documents, the security interest in the Collateral granted to the Collateral Agent for the benefit of the Trustee and the Holders shall become a first priority Lien. The Company Collateral Agent and the Subsidiary Guarantors will Company hereby agree that the Collateral Agent holds the Collateral as a secured party or mortgagee, as the case may be, in trust for the benefit of the Trustee, in its capacity as trustee, and for the ratable benefit of the Holders pursuant to the terms of the Security Documents. The Collateral Agent is authorized and directed to enter into the Intercreditor Agreement. (b) Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be in effect from time to time promptly pay or may be amended from time to time in accordance with the provisions of the Security Documents and discharge all recording this Indenture, and authorizes and directs the Collateral Agent to act as mortgagee or filing fees, charges secured party with respect thereto. (c) As set forth in and taxes relating to the filing or registration of this Indenture and governed by the Security Documents, as among the Holders of Notes, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders of the Notes without preference, priority or distinction of any amendments thereto and thereof over any other instruments by reason of further assurance. Each year, at the difference in time of delivery to issuance, sale or otherwise, as security for the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsNotes.

Collateral and Security Documents. On and after (a) In order to secure the Issue Date, the full due and punctual payment of the principal of and interest on the Securities Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when dueand as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and payment and the performance of all other Second Lien Obligations shall be secured to the extent and as provided in the Security Documents, which define the terms obligations of the Liens that secure the Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement. The Trustee, the Company and the Subsidiary Guarantors each to the Holders or the Trustee under this Indenture and the Securities, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case Secured Parties pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each HolderSecurityholder, by accepting a Security, shall agrees to all of the terms and provisions of the Security Documents, as the same may be deemed to: (i) consent and agree amended from time to time pursuant to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsIndenture."

Collateral and Security Documents. On (a) To secure the full and after punctual payment when due and the full and punctual performance of the Obligations of the parties hereto, BP I, the Issuers, the Senior Secured Note Guarantors and the Collateral Agent shall, on the Issue Date, enter into certain Security Documents and may enter into additional Security Documents. In the event that security interests in any of the Collateral are not created as of the Issue Date, the full Issuers, BP II and punctual payment the Senior Secured Note Guarantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Applicable Representative in its sole discretion). All security interests in the Collateral for the Senior Secured Notes and the Senior Secured Note Guarantees will be granted and implemented subject to the Agreed Security Principles. (i) Notwithstanding the foregoing, the Capital Stock and securities of principal of and interest on any Restricted Subsidiary will constitute Collateral with respect to the Securities when due, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities and payment and performance of all other Second Lien Obligations shall be secured Senior Secured Notes only to the extent that the securing of the Senior Secured Notes with such Capital Stock and securities would not require such Senior Secured Note Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X under the Securities Act; provided, however, that the foregoing limitation will not apply to shares of Capital Stock of BP I at any time. In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation that would require) the filing with the SEC of separate financial statements of any Restricted Subsidiary (other than BP I) due to the fact that such Restricted Subsidiary’s Capital Stock and securities secure the Senior Secured Notes or any Senior Secured Note Guarantee, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed not to be part of the Collateral (but only to the extent necessary for such Restricted Subsidiary to not be subject to such requirement to provide separate financial statements) and such excluded portion of the Capital Stock and securities is referred to as provided in the “Excluded Stock Collateral”. In such event, the Security DocumentsDocuments may be amended, which define modified or supplemented, without the terms consent of any Holder, to the extent necessary to release the security interests on the Excluded Stock Collateral. (ii) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation that would permit) any Restricted Subsidiary’s Excluded Stock Collateral to secure the Senior Secured Notes in excess of the Liens that secure amount then pledged without the Second Lien Obligationsfiling with the SEC of separate financial statements of such Senior Secured Note Guarantor, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed to be a part of the Collateral (but only to the extent possible without such Restricted Subsidiary becoming subject to any such filing requirement). In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to subject to the termsLiens under the Security Documents such additional Capital Stock and securities. (b) By accepting a Senior Secured Note, conditions and provisions of each Holder thereof will be deemed to have: (1) irrevocably appointed the Intercreditor Agreement. The Trustee, the Company and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Collateral Agent (or to act as its bailee or agent) holds the Collateral in trust for the benefit of the Trustee agent and the Holders, in each case pursuant to the terms of trustee under the Security Documents and the Intercreditor Agreement. Each Holder, by accepting other relevant documents to which it is a Security, shall be deemed to: party; and (2) irrevocably authorized the Collateral Agent to (i) consent perform the duties and agree exercise the rights, powers and discretions that are specifically given to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and it under this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the CompanySenior Secured Notes Indenture, the Subsidiary Guarantors2007 UK Intercreditor Agreement, the Trustee or the Second First Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Additional Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally documents to which it is a party, together with any other incidental rights, power and subject discretions; and (ii) execute each document expressed to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of be executed by the Second Lien Collateral Agent for the benefit of the on its behalf. (c) The Trustee and the Holders, second in priority shall become party to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company Intercreditor Agreement and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating 2007 UK Intercreditor Agreement by executing a joinder to the filing First Lien Intercreditor Agreement and an accession deed to the 2007 UK Intercreditor Agreement on or registration of this Indenture prior to the Issue Date and by accepting a Senior Secured Note, each Holder thereof shall be deemed to have irrevocably authorized the Trustee to perform the duties and exercise the rights, powers and discretions that are specifically given to it under the First Lien Intercreditor Agreement and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements2007 UK Intercreditor Agreement.

Collateral and Security Documents. On and after (a) In order to secure the Issue Date, the full due and punctual payment of principal of and interest on the Securities Notes when dueand as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, and interest on (to the Securities and payment extent permitted by law), if any, on, the Notes and performance of all other Second Lien Obligations shall be secured obligations of the Company to the extent Holders or the Trustee under this Indenture and as provided in the Security Documents, which define the terms of the Liens that secure the Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement. The TrusteeNotes, the Company and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds have simultaneously with the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, shall be deemed to: (i) consent and agree to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit execution of this Indenture and of entered into the Securities secured herebySecurity Documents, according pursuant to which the Company has granted to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the HoldersHolders a second priority Lien on and security interest in certain of the Collateral (such Lien, second subject to the terms of the Intercreditor Agreement, ranking junior in priority only to any the Peoria County Loan and all Liens the Indebtedness under the Senior Credit Facility Documents). The Collateral Agent and security interests (other than Permitted Liens) at any time granted in the Company hereby agree that the Collateral Agent holds the Collateral as a secured party or mortgagee, as the case may be, in trust for the benefit of the Trustee, in its capacity as trustee, and for the ratable benefit of the Holders pursuant to secure the First Lien Obligationsterms of the Security Documents. The Company Collateral Agent is authorized and directed to enter into the Subsidiary Guarantors will Intercreditor Agreement. (b) Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be in effect from time to time promptly pay or may be amended from time to time in accordance with the provisions of the Security Documents and discharge all recording this Indenture, and authorizes and directs the Collateral Agent to act as mortgagee or filing fees, charges secured party with respect thereto. (c) As set forth in and taxes relating to the filing or registration of this Indenture and governed by the Security Documents, as among the Holders of Notes, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders of the Notes without preference, priority or distinction of any amendments thereto and thereof over any other instruments by reason of further assurance. Each year, at the difference in time of delivery to issuance, sale or otherwise, as security for the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsNotes.

Collateral and Security Documents. On and after In order to secure the Issue Date, the full and punctual payment of principal of and interest on the Securities when due, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities and payment and performance of all other Second Lien Obligations shall be secured to the extent and as provided in the Security Documents, which define the terms obligations of the Liens that secure the Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement. The Trustee, the Company Issuer and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, shall be deemed to: (i) consent and agree to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with under their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Companyrespective Guarantees, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents Issuer and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of have entered into or shall enter into the Collateral (subject to the terms, conditions Documents and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law)grant, in favor of the Second Lien Collateral Agent for the benefit of the Holders of the Notes, the Secured Note Liens on the Collateral in accordance with the terms of the Collateral Documents. The rights and remedies of the Trustee under the Collateral Documents in respect of the Secured Note Liens and the Holders, second in priority Collateral are subordinate and subject to any the rights and all Liens and security interests (other than Permitted Liens) at any time granted in remedies of the Collateral to secure holders of the First Lien ObligationsLiens in accordance with the terms of the Intercreditor Agreement. The Company and In the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to event of a conflict between the filing or registration terms of this Indenture and the Security DocumentsIntercreditor Agreement, any amendments thereto the Intercreditor Agreement shall control. (a) Each Holder, by accepting such Note, agrees to all of the terms and any other instruments provisions of further assurance. Each yearthe Collateral Documents and the Intercreditor Agreement, at including, without limitation, the time provisions thereof that effect a subordination of delivery the Lien of the Trustee under the Collateral Documents to the First Lien, and authorizes the Trustee to accept the benefits of, and execute and deliver, the Collateral Documents and the Intercreditor Agreement in accordance with their respective terms. (b) Neither the Issuer nor any Subsidiary Guarantor shall, or shall cause or permit any of its Subsidiaries to, intentionally ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its Collateral to or for the benefit of the annual financial statements lenders under the First Lien Term Loan Credit Facility or any Other First Lien Indebtedness (including any such grant to any agent or trustee on their behalf, including, without limitation, the collateral agent under the First Lien Term Loan Collateral Agreement) unless a Lien with respect to such Collateral is granted on substantially the preceding fiscal year pursuant to Section 4.02same terms, the Company shall deliver subject to the Trustee a certificate of an executive officer Collateral Documents and the Intercreditor Agreement, in favor of the Company who has specific knowledge Trustee for the benefit of the Company’s financial mattersHolders. (c) The Issuer and each Subsidiary Guarantor shall use its best efforts to perfect all Secured Note Liens on the Collateral as soon as practicable, setting forth any change in including, without limitation, by filing the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsappropriate notifications under applicable law.

Collateral and Security Documents. On and after (a) In order to secure the Issue Date, the full due and punctual payment of the principal of and interest on the Securities of each series when dueand as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity Date, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities of each series and payment and the performance of all other Second Lien Obligations shall be secured obligations of the Company to the extent Holders or the Trustee under this Indenture and the Securities of each series (the "Company Obligations"), the Company and the Trustee have simultaneously with the execution of this Indenture entered into the Company Security Agreement and a certain Mortgage pursuant to which the Company has granted to the Trustee, in its capacity as provided Collateral Agent, for the benefit of the Holders of Securities of each series, a first priority Lien on and security interest in the Security Documents, which define the terms of the Liens that secure the Second Lien ObligationsCollateral described therein, subject to the terms, conditions and provisions exceptions permitted by Section 6.10. Each Subsidiary of the Intercreditor Company on the date of the Indenture, by executing this Indenture, shall Guarantee the Company Obligations. The Company shall cause each Person which becomes a Recourse Subsidiary of the Company after the date of this Indenture to become a party to this Indenture as a Subsidiary Guarantor on the date such Person becomes a Recourse Subsidiary. On the date of this Indenture, each Subsidiary of the Company which holds real property constituting part of the Mortgaged Facility or which owns any Integral Fixtures and Equipment shall enter into a Subsidiary Security Agreement and a Mortgage to secure its obligations under its Subsidiary Guarantee, pursuant to which such Subsidiary has granted to the Trustee, in its capacity as Collateral Agent, for the benefit of the Holders of Securities of each series a first priority Lien on and security interest in the Collateral described in such Subsidiary Security Agreement and Mortgage, subject to the exceptions permitted by Section 6.10. Subsequent to the date of this Indenture, the Company and its Subsidiaries (with the 105 exception of Non-Recourse Subsidiaries) shall execute, as soon as practicable, any further security agreements (substantially in the form of the Company Security Agreement or the Subsidiary Security Agreement, as the case may be), mortgages, or other agreements necessary and take such other actions as necessary to create and maintain an effective security interest in the Mortgaged Facility, all Integral Fixtures and Equipment and all proceeds and products of any and all of the foregoing. The Trustee, the Company and the Subsidiary Guarantors each hereby acknowledge and agree that the Second Lien Collateral Agent (or its bailee or agent) Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in Holders of Securities of each case series pursuant to the terms of the Security Documents Documents. (b) The Trustee is authorized and directed by the Holders of Securities of each series to enter into and comply with the provisions of the Intercreditor Agreement. Compliance with the Intercreditor Agreement shall in no event serve as the basis for any claim by the Company or any other party having an interest in the Collateral that the Collateral was not sold or otherwise disposed of in a commercially reasonable manner. The Trustee is authorized to execute and deliver the documents referred to in Section 2(c) of the Intercreditor Agreement upon receipt of such documents and an Officer's Certificate and an Opinion of Counsel, each to the effect that such documents comply with the requirements of the Intercreditor Agreement and the conditions contained herein with respect to the execution of such documents have been complied with and that such documents do not release property subject to the Lien of this Indenture or the Security Documents in contravention of the provisions of this Indenture or such Security Documents. (c) Each Holder, by accepting a Security, shall agrees to all of the terms and provisions of the Security Documents, as the same may be deemed to: (i) consent and agree amended from time to time pursuant to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statementsIndenture.

Collateral and Security Documents. On The Issuer and after the Issue Date, Subsidiary Guarantors agree to secure the full and punctual payment when due and the full and punctual performance of principal their obligations under this Indenture and the Notes by (i) a fourth-ranking pledge of and interest on the Securities when due, whether on an interest payment date, at maturity, by acceleration, redemption or otherwisePledged Shares, and interest on (ii) a fourth-ranking assignment of the overdue principal Issuer’s rights under the Framework Agreement. The share pledges in respect of the Pledged Shares and interest on the Securities and payment and performance assignment agreements evidencing the fourth-ranking assignment of all other Second Lien Obligations shall be secured rights under the Framework Agreement, are referred to as the extent and as provided in the “Security Documents, which define .” Subject to the terms of the Liens that secure Security Documents and this Indenture, the Second Lien ObligationsIssuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness, and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the terms, conditions and provisions of the Intercreditor Agreement. The TrusteeSo long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the Company sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary Guarantors each hereby acknowledge whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and agree that the Second Lien Collateral Agent (or its bailee or agent) holds conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in trust for the benefit accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. Each holder of Notes by accepting a Note shall be deemed to have authorized and directed each of the Trustee and the Holders, in each case pursuant Security Trustee to execute the Intercreditor Agreement. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by accepting a Security, shall be deemed to: (i) consent and agree to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including including, without limitation, the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), Collateral) as the same may be in effect or may be amended, modified, supplemented or restated amended from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Company, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to authorizes the Trustee and the Second Lien Collateral Agent Security Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the security interest Trustee as his attorney-in-fact for such purpose, including, in the Collateral contemplated herebyevent of any liquidation, by the Security Documents or any part thereofdissolution, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvencywinding up, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under its Guarantee obligations in the form required in said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee and the Holders, second shall not be required to exercise any such rights as attorney for any holders of Notes unless instructed to do so in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements accordance with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements.7.6

Collateral and Security Documents. On and after (a) In order to secure the Issue Date, the full due and punctual payment of principal of and interest on the Securities when due, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities and payment and performance of all other Second Lien Obligations shall be secured to the extent and as provided in the Security Documents, which define the terms of the Liens that secure the Second Lien Obligations, subject to the terms, conditions and provisions of the Intercreditor Agreement. The TrusteeNotes, the Company Company, the Parent Guarantor and the Subsidiary Guarantors have entered into and delivered to the Trustee the Security Agreement and the other Security Documents, in each hereby acknowledge and agree that case, to which it is a party, to create the Second Lien Collateral Agent (or its bailee or agent) holds 2011 Note Liens on the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to accordance with the terms of the Security Documents and the Intercreditor Agreementthereof. Each Holder, by accepting a Security, shall be deemed to: (i) consent and agree to the terms, conditions and provisions of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary Pursuant to the provisions of the Intercreditor Agreement and (iii) agree that none of the CompanyAgreement, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents rights and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit remedies of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted Holders of the Notes in the Collateral to secure the First Lien Obligations. The Company shall be subordinate and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating subject to the filing or registration rights and remedies of the holders of the Priority Lien Obligations under the Priority Lien Documents. In the event of a conflict between the terms of this Indenture and the Intercreditor Agreement or Security Documents, any amendments thereto the Intercreditor Agreement and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02Security Documents shall control. (b) The Company, the Company Parent Guarantor and the Subsidiary Guarantors shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change comply with all covenants and agreements contained in the information required pursuant Security Documents the failure to comply with which would have a material and adverse effect on the schedules required 2011 Note Liens purported to be created thereby. (c) Each Holder of each Note by its acceptance of that Note acknowledges and agrees that: (i) this Indenture, as originally executed and delivered by the parties hereto, does not create any Lien on any Collateral which secures the 2011 Note Obligations under this Indenture; (ii) the Intercreditor Agreement provides that the 2011 Note Liens created by the Security Documents automatically will be released and extinguished with respect to any Collateral that is transferred or confirming that there has been no change otherwise disposed of in such information since accordance with the date terms of the Priority Lien Documents; (iii) without the necessity of any consent of or notice to the Trustee or any Holder of the Notes, the Company, the Parent Guarantor, the Subsidiary Guarantors and the Priority Lien Agent may amend, modify, supplement or terminate any Priority Lien Security Document; (iv) as among the Trustee, the Holders of the Notes, the holders of Priority Lien Obligations and the Priority Lien Agent, prior annual financial statementsto the Discharge of Priority Lien Obligations, the holders of Priority Lien Obligations and the Priority Lien Agent will have the sole ability to control and obtain remedies with respect to all Collateral (including on sale or liquidation of any Collateral after acceleration of the Priority Lien Obligations) without the necessity of any consent of or notice to the Trustee or any Holder of the Notes; and (v) without the necessity of any consent of or notice to the Trustee or any Holder of the Notes, the Company, the Parent Guarantor or any Subsidiary Guarantor may request and instruct the Priority Lien Agent to, on behalf of each holder of Priority Lien Obligations, (A) execute and deliver to the Company, the Parent Guarantor or any Subsidiary Guarantor, as the case may be, for the benefit of any Person, such release documents as may be reasonably requested, of all liens and security interests held by the Priority Lien Agent in any assets, (in which case the 2011 Note Liens on such assets shall automatically be released), and (B) deliver any such assets in the possession of the Priority Lien Agent to the Company, the Parent Guarantor or any Subsidiary Guarantor, as the case may be; provided that any such release complies with the terms of the Priority Lien Documents, the Security Documents and this Indenture.

Collateral and Security Documents. (a) On and after the Issue DateDate (following the Issuers’ Assumption), the full due and punctual payment of the principal of and interest (including additional interest, if any) on the Securities Notes when dueand as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (including additional interest, if any) on the Securities and payment Notes and performance of all other Second Lien Guaranteed Obligations of the Issuers and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes and the Security Documents, according to the terms hereunder or thereunder, shall be secured to the extent and as provided in the Security Documents, which define the terms of the Liens that secure the Second Lien Guaranteed Obligations, subject to the terms, conditions and provisions terms of the New Intercreditor Agreement and the Existing Intercreditor Agreement. The Trustee, the Company Trustee and the Subsidiary Guarantors each Issuers hereby acknowledge and agree that the Second Lien Trustee or the Collateral Agent (or its bailee or agent) Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents Documents, the New Intercreditor Agreement and the Existing Intercreditor Agreement. Each Holder, by accepting a SecurityNote, shall be deemed to: (i) consent consents and agree agrees to the terms, conditions and provisions terms of the Security Documents and the Intercreditor Agreement (including the provisions providing for foreclosure and release of Collateral as well as Collateral), the subordination of New Intercreditor Agreement and the Liens)Existing Intercreditor Agreement, as the same may be in effect or may be amended, modified, supplemented or restated amended from time to time in accordance with their terms and this Indenture Indenture, and authorizes and directs the Trustee and Second Lien Collateral Agent to sign these documentsenter into the Security Documents , (ii) agree the New Intercreditor Agreement and the Existing Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that it will be bound by and will take no actions contrary to if any of the provisions of the Intercreditor Agreement and (iii) agree that none Security Documents limit, qualify or conflict with the duties imposed by the provisions of the CompanyTIA, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent TIA shall be required hereunder or under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreementcontrol. The Company Issuers shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 11.01, to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities Notes secured hereby, according to the intent and purposes herein expressed. The Company Holdings shall take, and shall cause the Subsidiary Guarantors its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien ObligationsObligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions terms of the New Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawExisting Intercreditor Agreement), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second junior in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First First-Priority Lien Obligations and senior in priority to any and all security interests at any time granted in the Collateral to secure the Junior Lien Obligations. The Company Notwithstanding the foregoing, the New Intercreditor Agreement, the Existing Intercreditor Agreement and the Subsidiary Guarantors will Security Documents may be amended from time to time promptly pay to add other parties holding Other Pari Passu Lien Obligations and discharge all recording other First-Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12. (b) Notwithstanding the foregoing, (i) the Capital Stock and securities of the Subsidiaries of Holdings (other than the Hexion Canada Entities) that are owned by Holdings or filing fees, charges and taxes relating any Guarantor will constitute Collateral only to the filing extent that such Capital Stock and securities can secure the Notes without Rule 3-10 or registration Rule 3-16 of this Indenture Regulation S-X under the Securities Act (“Rule 3-10” and the Security Documents, any amendments thereto and “Rule 3-16,” respectively) (or any other instruments law, rule or regulation) requiring separate financial statements of further assurance. Each yearsuch Subsidiary to be filed with the SEC (or any other governmental agency); (i) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, at modified or interpreted by the time SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of delivery separate financial statements of any Subsidiary (other than the Hexion Canada Entities) due to the Trustee fact that such Subsidiary’s Capital Stock and securities secure the Notes, the performance of Guaranteed Obligations of the annual financial statements with respect Issuers or any Guarantee, then the Capital Stock and securities of such Subsidiary shall automatically be deemed not to be part of the Collateral, but only to the preceding fiscal year pursuant extent necessary to Section 4.02not be subject to such requirement (and, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial mattersin such event, setting forth any change in the information required pursuant to the schedules required by the Security Documents may be amended or confirming modified, without the consent of any Holder of the Notes, to the extent necessary to release the security interests on the shares of Capital Stock and securities that there has been are so deemed to no change longer constitute part of the Collateral); and (ii) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock and securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and securities of such Subsidiary shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such information since event, the date Security Documents may be amended or modified, without the consent of any Holder of the prior annual financial statementsNotes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities).

Collateral and Security Documents. On and after the Issue Date, (a) To secure the full and punctual payment when due and the full and punctual performance of principal the Obligations of the parties hereto, Holdings, the Issuer and interest on the Securities when dueSecurity Agent have entered into the Security Documents and may enter into additional Security Documents. (b) The relative priority among (a) the lenders and counterparties under First Priority Lien Obligations, whether on an interest payment date(b) the Trustee and the Holders under this Indenture with respect to the Security Interest in the Collateral that is created by the Security Documents and secures obligations under the Securities, at maturitythis Indenture and the Senior Note Guarantees, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Additional Securities and payment any Senior Note Guarantees in respect of any Additional Securities and performance (c) the Trustee and the Holders under the indenture governing the Senior Subordinated Securities is established by the terms of all other Second Lien Obligations shall be secured to the extent and as provided in Intercreditor agreement, any additional Intercreditor Agreement, this Indenture, any indenture governing the Additional Securities, the indenture governing the Senior Subordinated Securities, the Security Documents, which define the terms of the Liens that secure the Second Lien Obligations, subject security documents relating to the termsSenior Subordinated Securities and the Credit Agreement, conditions and provisions of which provide that the Intercreditor Agreement. The TrusteeFirst Priority Lien Obligations are secured by a first priority interest in the Collateral, the Company obligations under the Securities and any Additional Securities are secured by a second-priority interest in the Collateral, and the Subsidiary Guarantors each hereby acknowledge and agree that obligations under the Second Lien Collateral Agent Senior Subordinated Securities are secured by a third-priority interest in the Collateral. (or its bailee or agentc) holds the Collateral in trust The Trustee for the benefit of the Trustee Securities has, and the Holdersby accepting a Security, in each case pursuant Holder thereof will be deemed to the terms of have: (1) irrevocably appointed to act as its agent and trustee under the Security Documents and the other relevant documents to which it is a party; and (2) irrevocably authorized the Security Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, power and discretions; and (ii) execute each document expressed to be executed by the Security Agent on its behalf. (d) The Trustee shall become party to the Intercreditor Agreement. Each Holder, Agreement and by accepting a Security, each Holder thereof shall be deemed to: (i) consent to have irrevocably authorized the Trustee to perform the duties and agree exercise the rights, powers and discretions that are specifically given to the terms, conditions and provisions of the Security Documents and it under the Intercreditor Agreement Agreement. (including the provisions providing for foreclosure and release of Collateral as well as the subordination of the Liens), as the same may be in effect or may be amended, modified, supplemented or restated from time e) The Security Agent shall become party to time in accordance with their terms and this Indenture and directs the Trustee and Second Lien Collateral Agent to sign these documents, (ii) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (iii) agree that none of the Companyby accepting a Security, the Subsidiary Guarantors, the Trustee or the Second Lien Collateral Agent each Holder thereof shall be required hereunder or deemed to have irrevocably authorized the Security Agent to perform the duties and exercise the rights, powers and discretions that are specifically given to it under any Security Document to take any action inconsistent with or contrary to any provision of the Intercreditor Agreement. The Company shall promptly deliver to the Trustee (if it is not itself then the Second Lien Collateral Agent) copies of all material documents delivered to the Second Lien Collateral Agent pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01 to reasonably assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause the Subsidiary Guarantors to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Second Lien Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms, conditions and provisions of the Intercreditor Agreement and the Security Documents and, with respect to the enforceability of such Lien, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), in favor of the Second Lien Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all Liens and security interests (other than Permitted Liens) at any time granted in the Collateral to secure the First Lien Obligations. The Company and the Subsidiary Guarantors will from time to time promptly pay and discharge all recording or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Each year, at the time of delivery to the Trustee of the annual financial statements with respect to the preceding fiscal year pursuant to Section 4.02, the Company shall deliver to the Trustee a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters, setting forth any change in the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements.