Common use of Collateral and Security Documents Clause in Contracts

Collateral and Security Documents. In order to secure the obligations of the Issuer and the Subsidiary Guarantors under their respective Guarantees, the Issuer and the Subsidiary Guarantors have entered into or shall enter into the Collateral Documents and grant, in favor of the 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 Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the Intercreditor Agreement, the Intercreditor Agreement shall control. (a) Each Holder, by accepting such Note, agrees to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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 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 same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holders. (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, including, without limitation, by filing the appropriate notifications under applicable law.

Collateral and Security Documents. In order (a) Upon consummation of the Merger and the execution and delivery of a supplemental indenture in the form of Exhibit D-1 hereto, the due and punctual payment of the principal of, premium (if any), and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and (to secure the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuer Issuers and the Subsidiary Guarantors under their respective Guaranteesto the Holders, the Issuer Trustee or the Second Lien Agent under this Indenture, the Notes, the Intercreditor Agreements and the Subsidiary Guarantors have entered into Security Documents, according to the terms hereunder or thereunder, shall enter into be secured by second priority security interests in the Collateral Documents as to which the lenders under the Term Loan Credit Agreement have a first priority security interest (such Collateral herein called the “Term Loan Collateral”) and grant, by third priority security interests in the portion of the Collateral as to which the lenders under the ABL Credit Agreement have a first priority security interest (such Collateral herein called the “ABL Collateral”) in favor of the Collateral Second Lien Agent for on behalf of itself, the benefit of Trustee and the Holders of and as provided in the NotesSecurity Documents, the Secured Note Liens on the Collateral in accordance with which define the terms of the Collateral Documents. The rights and remedies of Liens that secure the Trustee under the Collateral Documents in respect of the Secured Note Liens and the Collateral are subordinate and obligations, subject to the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the Intercreditor Agreement, the Intercreditor Agreement shall controlAgreements. (ab) Each Holder, by accepting such a Note, (i) irrevocably appoints the Second Lien Agent to act as its agent under the Security Documents and (ii) consents and agrees to all the terms of the terms and provisions of the Collateral Security Documents and the Intercreditor Agreement, including, without limitation, Agreements as the provisions thereof that same may be in effect a subordination of the Lien of the Trustee under the Collateral Documents or may be amended from time to the First Lien, and authorizes the Trustee to accept the benefits of, and execute and deliver, the Collateral Documents and the Intercreditor Agreement time 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 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 same terms, subject to the Collateral Documents terms and this Indenture and the Intercreditor AgreementAgreements, in favor and authorizes and directs the Second Lien Agent to enter into the Security Documents (including mortgages and deeds of the Trustee trusts for the benefit of Real Property identified in the HoldersSecurity Documents) and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. (c) The Issuer Issuers shall deliver to the Second Lien Agent copies of all documents pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by this Section 15.01(c), to assure and confirm to the Second Lien 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 Notes secured hereby, according to the intent and purposes herein expressed. (d) The Issuers shall, and shall cause their respective Subsidiaries to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture and the Notes, a valid and enforceable perfected second priority Lien and security interest in and on all of the Term Loan Collateral and a valid and enforceable perfected third priority Lien and security interest in and on all of the ABL Collateral (subject, in each case, to the terms of the Intercreditor Agreements), in favor of the Second Lien Agent for its benefit and the benefit of the Trustee and the Holders. The Issuers shall, and shall cause their respective Subsidiaries, and each Subsidiary Guarantor shall use its best efforts shall, make all filings (including filings of continuation statements and amendments to perfect financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all Secured Note Liens on other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and their respective Subsidiaries) the second priority security interest created by the Security Documents in the Term Loan Collateral and the third priority security interest created by the Security Documents in the ABL Collateral (in each case, other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as soon a perfected second priority security interest in the Term Loan Collateral and as practicablea perfected third priority security interest in the ABL Collateral, includingsubject only, without limitationin each case, by filing the appropriate notifications under applicable lawto Permitted Liens.

Collateral and Security Documents. (a) In order to secure the due and punctual payment of the principal of and interest on the Securities of each series when and as the same shall be due and payable, whether on an Interest Payment Date, Maturity 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 the performance of all other obligations of the Issuer Company to the Holders or the Trustee under this Indenture and the Subsidiary Guarantors under their respective GuaranteesSecurities of each series (the "Company Obligations"), the Issuer Company and the Subsidiary Guarantors Trustee have simultaneously with the execution of this Indenture entered into or shall enter into the Collateral Documents Company Security Agreement and granta certain Mortgage pursuant to which the Company has granted to the Trustee, in favor of the its capacity as Collateral Agent Agent, for the benefit of the Holders of Securities of each series, a first priority Lien on and security interest in the NotesCollateral described therein, subject to the exceptions permitted by Section 6.10. Each Subsidiary of the 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 Secured Note Liens on 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 hereby agree that the Trustee holds the Collateral in accordance with trust for the benefit of the Holders of Securities of each series pursuant to the terms of the Collateral Security Documents. . (b) The rights Trustee is authorized and remedies directed by the Holders of the Trustee under the Collateral Documents in respect Securities of the Secured Note Liens each series to enter into and the Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens in accordance comply with the terms provisions of the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the Intercreditor Agreement, Compliance with the Intercreditor Agreement shall controlin 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. (ac) Each Holder, by accepting such Notea Security, agrees to all of the terms and provisions of the Collateral Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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 termsthis Indenture. (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 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 same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holders. (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, including, without limitation, by filing the appropriate notifications under applicable law.

Collateral and Security Documents. (a) In order to secure the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest 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, the Senior Secured Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Issuer Company and the Subsidiary Guarantors to the Holders or the Trustee under their respective Guaranteesthis Indenture and the Securities, the Issuer holders of the Senior Secured Notes or the Note Trustee under the Note Indenture and the Subsidiary Guarantors 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 or shall enter into the Collateral other Security Documents to which they are a party pursuant to which the Company, Acme Steel and grant, in favor of Acme Packaging have granted to the Collateral Agent for the benefit of the Holders of Secured Parties a first priority Lien on and security interest in the Notes, Collateral. The Trustee and the Secured Note Liens on Company hereby agree that the Collateral Agent holds the Collateral in accordance with trust for the benefit of the Secured Parties pursuant to the terms of the Collateral Security Documents. . (b) The rights Trustee is authorized and remedies of the Trustee under directed to enter into the Collateral Documents in respect of the Secured Note Liens Agency Agreement and the Collateral are subordinate Agent is authorized and subject directed to enter into the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor AgreementSecurity 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 conflict between supplement or amendment to the terms Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of this 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 and 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 shall control. (a) as contemplated therein. Each HolderSecurityholder, by accepting such Notea Security, agrees to all of the terms and provisions of the Collateral Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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 termsthis Indenture. (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 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 same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holders. (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, including, without limitation, by filing the appropriate notifications under applicable law."

Collateral and Security Documents. In order to secure the obligations of the The Issuer and the Subsidiary Guarantors under their respective Guarantees, agree to secure the Issuer full and punctual payment when due and the Subsidiary Guarantors have entered into or shall enter into full and punctual performance of their obligations under this Indenture and the Collateral Documents and grant, in favor Notes by (i) a fourth-ranking pledge of the Collateral Agent for the benefit Pledged Shares, and (ii) a fourth-ranking assignment of the Holders Issuer’s rights under the Framework Agreement. The share pledges in respect of the NotesPledged Shares and the assignment agreements evidencing the fourth-ranking assignment of rights under the Framework Agreement, are referred to as the Secured Note Liens on the Collateral in accordance with “Security Documents.” Subject to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral Documentsin 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 remedies obligations of the Trustee under the Collateral Documents in parties hereunder with respect of the Secured Note Liens and to the Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens in accordance with the terms provisions of the Intercreditor Agreement. In So long as no Event of Default has occurred and is continuing, any share pledge will be released if the event 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 conflict between 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. Each holder of Notes by accepting a Note shall be deemed to have authorized and directed each of the Trustee and the Security Trustee to execute the Intercreditor Agreement, the Intercreditor Agreement shall control. (a) . Each Holder, holder of Notes by accepting such Note, a Note consents and agrees to all the terms of the terms and provisions of the Collateral Security Documents and the Intercreditor Agreement, Agreement (including, without limitation, the provisions thereof that providing for foreclosure and release of Collateral) as the same may be in effect a subordination of the Lien of the Trustee under the Collateral Documents or may be amended from time to the First Lien, time in accordance with their terms and authorizes the Trustee to accept the benefits of, and execute and deliver, the Collateral Documents and the Intercreditor Agreement Security Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance with their respective terms. (b) Neither therewith and appoints the Issuer nor Trustee as his attorney-in-fact for such purpose, including, in the event of any Subsidiary Guarantor shallliquidation, or shall cause or permit any of its Subsidiaries todissolution, intentionally ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its Collateral to or winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the lenders business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under its Guarantee obligations in the First Lien Term Loan Credit Facility or any Other First Lien Indebtedness (including form required in said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such grant rights as attorney for any holders of Notes unless instructed 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 do so in accordance with respect to such Collateral is granted on substantially the same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holders. (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, including, without limitation, by filing the appropriate notifications under applicable law.Section 7.6

Collateral and Security Documents. (a) In order to secure the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest 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, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Issuer Company and the Subsidiary Guarantors to the Holders or the Trustee under their respective Guaranteesthis Indenture and the Securities, the Issuer holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Subsidiary Guarantors 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 or shall enter into the Collateral other Security Documents to which they are a party pursuant to which the Company, Acme Steel and grant, in favor of Acme Packaging have granted to the Collateral Agent for the benefit of the Holders of Secured Parties a first priority Lien on and security interest in the Notes, Collateral. The Trustee and the Secured Note Liens on Company hereby agree that the Collateral Agent holds the Collateral in accordance with trust for the benefit of the Secured Parties pursuant to the terms of the Collateral Security Documents. . (b) The rights Trustee is authorized and remedies of the Trustee under directed to enter into the Collateral Documents in respect of the Secured Note Liens Agency Agreement and the Collateral are subordinate Agent is authorized and subject directed to enter into the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor AgreementSecurity 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 conflict between supplement or amendment to the terms Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of this 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 and 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 shall control. (a) as contemplated therein. Each HolderSecurityholder, by accepting such Notea Security, agrees to all of the terms and provisions of the Collateral Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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 termsthis Indenture. (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 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 same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holders. (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, including, without limitation, by filing the appropriate notifications under applicable law."

Collateral and Security Documents. In order to (a) To secure the obligations full and punctual payment when due and the full and punctual performance of the Issuer and Obligations of the Subsidiary Guarantors under their respective Guaranteesparties hereto, BP I, the Issuer Issuers, the Senior Secured Note Guarantors and the Subsidiary Guarantors have entered into or shall enter into the Collateral Documents and grant, in favor of the Collateral Agent for the benefit of the Holders of the Notesshall, the Secured Note Liens on the Collateral in accordance with the terms of the Collateral Issue Date, enter into certain Security Documents and may enter into additional Security Documents. The rights and remedies of the Trustee under the Collateral Documents in respect of the Secured Note Liens and the Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor Agreement. In the event that security interests in any of a conflict between the terms Collateral are not created as of this Indenture the Issue Date, the Issuers, BP II and the Intercreditor Agreement, 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 Intercreditor Agreement shall controlIssue 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. (ai) Each HolderNotwithstanding the foregoing, by accepting such Note, agrees the Capital Stock and securities of any Restricted Subsidiary will constitute Collateral with respect to all the Senior Secured Notes only to the extent that the securing of the terms Senior Secured Notes with such Capital Stock and provisions 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 the “Excluded Stock Collateral”. In such event, the Security Documents and the Intercreditor Agreementmay be amended, includingmodified or supplemented, without limitationthe 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 amount then pledged without the filing 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 provisions thereof that effect a subordination Security Documents may be amended or modified, without the consent of any Holder, to the Lien of extent necessary to subject to the Trustee Liens under the Collateral Security Documents to the First Lien, such additional Capital Stock 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 termssecurities. (b) Neither By accepting a Senior Secured Note, each Holder thereof will be deemed to have: (1) irrevocably appointed the Issuer nor any Subsidiary Guarantor shallCollateral Agent 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 Collateral Agent to (i) perform the duties and exercise the rights, or shall cause or permit any of its Subsidiaries topowers and discretions that are specifically given to it under this Senior Secured Notes Indenture, intentionally ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its Collateral to or for the benefit of the lenders under 2007 UK Intercreditor Agreement, 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 same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of any Additional Intercreditor Agreement and the Trustee for 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 benefit of the HoldersCollateral Agent on its behalf. (c) The Issuer Trustee shall become party to the First Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement by executing a joinder to the First Lien Intercreditor Agreement and an accession deed to the 2007 UK Intercreditor Agreement on or prior to the Issue Date and by accepting a Senior Secured Note, each Subsidiary Guarantor Holder thereof shall use its best efforts be deemed to perfect all Secured Note Liens on have irrevocably authorized the Collateral as soon as practicableTrustee to perform the duties and exercise the rights, including, without limitation, by filing powers and discretions that are specifically given to it under the appropriate notifications under applicable lawFirst Lien Intercreditor Agreement and the 2007 UK Intercreditor Agreement.

Collateral and Security Documents. (a) In order to secure the due and punctual payment of principal of and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of an interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuer Company to the Holders or the Trustee under this Indenture and the Subsidiary Guarantors under their respective GuaranteesNotes, the Issuer Company and the Subsidiary Guarantors Collateral Agent have simultaneously with the execution of this Indenture entered into or shall enter into the Collateral Security Documents and grant(other than the Intercreditor Agreement), in favor of pursuant to which the Company has granted to the Collateral Agent for the benefit of the Trustee and the Holders of a second priority Lien on and security interest in the Notes, Collateral (such Lien ranking junior in priority only to the Secured Note Liens existing Lien on 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 accordance with the Collateral granted to the Collateral Agent for the benefit of the Trustee and the Holders shall become a first priority Lien. The Collateral Agent and 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 the terms of the Collateral Security Documents. The rights Collateral Agent is authorized and remedies of the Trustee under the Collateral Documents in respect of the Secured Note Liens and the Collateral are subordinate and subject directed to the rights and remedies of the holders of the First Liens in accordance with the terms of enter into the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the Intercreditor Agreement, the Intercreditor Agreement shall control. (ab) Each Holder, by accepting such a Note, consents and agrees to all of the terms and provisions of the Collateral Security Documents, as the same may be in effect from time to time or may be amended from time to time in accordance with the provisions of the Security Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of the Lien of the Trustee under the Collateral Documents to the First Lienthis Indenture, and authorizes the Trustee to accept the benefits of, and execute and deliver, directs the Collateral Documents and the Intercreditor Agreement in accordance with their respective terms. (b) Neither the Issuer nor any Subsidiary Guarantor shall, Agent to act as mortgagee or shall cause or permit any of its Subsidiaries to, intentionally ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its Collateral to or for the benefit of the 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 secured party with respect to such Collateral is granted on substantially the same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holdersthereto. (c) The Issuer As set forth in and each Subsidiary Guarantor shall use its best efforts to perfect all Secured Note Liens on governed by the Security Documents, as among the Holders of Notes, the Collateral as soon 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 thereof over any other by reason of difference in time of issuance, sale or otherwise, as practicable, including, without limitation, by filing security for the appropriate notifications under applicable lawNotes.

Collateral and Security Documents. (a) In order to secure the obligations of the Issuer due and the Subsidiary Guarantors under their respective Guarantees, the Issuer and the Subsidiary Guarantors have entered into or shall enter into the Collateral Documents and grant, in favor of the Collateral Agent for the benefit of the Holders punctual payment of the Notes, the Secured Note Issuer, the Guarantors and the Subordinated Guarantor have entered or will enter into the Security Documents to create the Second Priority 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 Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor Agreementthereof. In the event of a conflict between the terms of this Indenture Indenture, the Security Documents and the Intercreditor Agreement, the Security Documents and the Intercreditor Agreement shall control. (ab) Each HolderHolder of a Note, by accepting such Note, agrees to all of the terms and provisions of the Collateral Security Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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. (bc) Neither From and after the Issuer nor Issue Date, if the Issuer, any Subsidiary Guarantor shallor 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 or (ii) the financial statements described in the second sentence of the definition of Excluded Collateral would be required as a result of such grant, concurrently grant, pursuant to the Security Documents, a Second Priority Lien (subject only to First Priority Liens and Permitted Liens), to the same extent as the Second Priority Liens granted on the Issue Date, upon such asset or property as security for the Notes, the Guarantees and the Subordinated Guarantee and take all such actions (including the filing and 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 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 Trustee and the Collateral Agent in connection therewith. If granting or perfecting any Second Priority Lien described in the previous sentence requires the consent of a third party, the Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, will use commercially reasonable efforts to obtain such consent with respect to the 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 law, none of the Issuer, the Guarantors or the Subordinated Guarantor will be required to grant such Second Priority Lien. The Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, will have 60 days after the date such supplemental indenture shall cause be signed to complete those actions required to perfect the Second Priority Liens on the portion (if any) of such assets or permit 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, the Issuer, such Guarantor or the Subordinated Guarantor, as the case may be, shall have 90 days after the date of such supplemental indenture to obtain any such consent; PROVIDED, HOWEVER, that if the third party does not consent to such a waiver, after the use of its Subsidiaries tocommercially reasonable efforts on the part of such Subsidiary, intentionally ▇▇▇▇▇ ▇ ▇▇▇▇ then none of the Issuer, the Guarantors or the Subordinated Guarantor will be required to grant or perfect a Second Priority Lien on any such property. Finally, to the extent a separate notation in favor of its the Collateral to or Agent for the benefit of the lenders Holders as holders of Second Priority Liens is required by law to be noted on a certificate of title issued under the First Lien Term Loan Credit Facility certificate of title or similar laws of any Other First Lien Indebtedness (including state for any such grant to any agent asset or trustee on their behalf, including, without limitationproperty, the collateral agent Issuer, such Guarantor or the Subordinated Guarantor shall have nine months from the date of such supplemental indenture to perfect such Second Priority Lien; PROVIDED that the Subordinated Guarantor has no obligation to obtain any such certificate of title unless required to do so under the First Lien Term Loan Collateral Credit Agreement) unless a Lien with respect to such Collateral is granted on substantially the same terms. The Issuer shall, subject to the Collateral Documents and shall cause each Guarantor and the Intercreditor AgreementSubordinated Guarantor, in favor to comply with their obligations under Section 5(k) of the Trustee for the benefit of the HoldersPurchase Agreement. (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, including, without limitation, by filing the appropriate notifications under applicable law.

Collateral and Security Documents. In order to (a) To secure the due and punctual payment of the obligations of the Issuer Company and the Subsidiary Guarantors under their respective this Indenture, the Securities and the Subsidiary Guarantees, the Issuer Company, the Subsidiary Guarantors and the Second Priority Collateral Agent have entered into the Security Documents for the creation of specified security interests and related matters. The Trustee, the Company and the Subsidiary Guarantors have entered into or shall enter into hereby acknowledge and agree that the Second Priority Collateral Agent holds the Collateral Documents in trust for the equal and grant, in favor ratable benefit of the Collateral Agent for Holders and the Trustee and the other parties entitled to the benefit of the Holders of security provided under the Notes, the Secured Note Liens on the Collateral in accordance with Security Documents pursuant to the terms of the Collateral DocumentsSecurity Documents and any Intercreditor Agreements. The rights and remedies of the Trustee under the Collateral Documents in respect of the Secured Note Liens and the Collateral are subordinate and subject Notwithstanding anything to the rights and remedies of the holders of the First Liens contrary in accordance with the terms of the Intercreditor Agreement. In the event of a conflict between this Indenture, no security interest or Lien is granted by the terms of this Indenture and the Intercreditor AgreementIndenture, the Intercreditor Agreement shall controlSecurities or the Subsidiary Guarantees. (ab) Each Holder, by accepting such Notea Security, agrees to all of the terms and provisions of the Collateral Security Documents and any Intercreditor Agreements, as the Intercreditor Agreement, including, without limitation, same may be amended from time to time pursuant to the provisions thereof that effect a subordination of the Lien of the Trustee under the Collateral Documents to the First LienSecurity Documents, any Intercreditor Agreements and this Indenture, and authorizes and directs the Trustee and the Second Priority Collateral Agent to accept perform their respective obligations and exercise their respective rights under the benefits ofSecurity Documents and any Intercreditor Agreements in accordance therewith; provided, however, that if any provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA (other than TIA §314(b) and execute and deliverTIA §314(d), which shall not be applicable to this Indenture unless it is qualified under the TIA), the Collateral Documents TIA (other than TIA § 314(b) and the Intercreditor Agreement in accordance with their respective terms. (b) Neither the Issuer nor any Subsidiary Guarantor shallTIA § 314(d), or which shall cause or permit any of its Subsidiaries to, intentionally ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its Collateral not be applicable to or for the benefit of the lenders this Indenture unless it is qualified 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 AgreementTIA) unless a Lien with respect to such Collateral is granted on substantially the same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holderswill control. (c) The Issuer Each Holder, by accepting a Security, irrevocably appoints the Second Priority Collateral Agent to act as its agent under the Security Documents and irrevocably authorizes the Second Priority Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents, together with any other incidental rights, powers and discretions and (ii) execute each Subsidiary Guarantor shall use document expressed to be executed by the Second Priority Collateral Agent on its best efforts to perfect all Secured Note Liens on behalf. (d) As among the Holders, the Collateral as soon as practicableshall be held for the equal and ratable benefit of the Holders without preference, including, without limitation, by filing the appropriate notifications under applicable lawpriority or distinction of any thereof over any other.

Collateral and Security Documents. (a) On and after the Issue Date, all the Obligations shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the 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 order 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 obligations Notes in excess of the Issuer 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 Liens under the Security Documents such additional Capital Stock and securities. (b) The Trustee, the Collateral Agent and the Subsidiary Guarantors Issuers hereby acknowledge and agree that the Collateral Agent holds the Liens created under their respective Guarantees, the Issuer Security Documents as agent for the benefit of the Trustee and the Subsidiary Guarantors have entered into Holders, in each case pursuant to the terms of the Security Documents. (c) Each Holder, by accepting Notes, and each other Secured Party, consents and agrees to the terms of the Intercreditor Agreement, substantially in the form of Appendix E hereto, and the other Security Documents (including the provisions providing for foreclosure and release of Collateral), as the same may be in effect or shall may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Collateral Agent to enter into the Security Documents (including the Intercreditor Agreement substantially in the form of Appendix E hereto) and to bind the Holders, perform 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) of the Intercreditor Agreement and amendments and new intercreditor agreements pursuant to Section 10.3(c) of the Intercreditor Agreement. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent), promptly upon request, copies of all documents constituting the Security Documents or delivered to the Collateral Agent pursuant to the Security Documents, and grantshall do or cause to be done all such acts and things as may be reasonably required to assure and confirm to the Trustee and the Collateral Agent the security interest in and a lien on 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 Notes secured hereby, according to the intent and purposes herein expressed. 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 Guarantors (or other Restricted Subsidiaries as contemplated by Section 4.11) to take, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected 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 of the Intercreditor Agreement), in favor of the 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 Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the Intercreditor Agreement, the Intercreditor Agreement shall controlParties. (a) Each Holder, by accepting such Note, agrees to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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 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 same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holders. (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, including, without limitation, by filing the appropriate notifications under applicable law.

Collateral and Security Documents. In order to secure the obligations of the (a) The Issuer and the Subsidiary Guarantors agree to secure the full and punctual payment when due and the full and punctual performance of their obligations under their respective Guaranteesthis 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 Issuer “Collateral”). The share pledges in respect of the Pledged Shares are referred to as the “Share Pledges” and, together with the assignment agreements evidencing the first priority assignment of rights under the Framework Agreement and the Subsidiary Guarantors have entered into or shall enter into the Collateral Documents and grant, in favor of the Collateral Agent for the benefit of the Holders of the NotesTV Nova Group Agreement, the Secured Note Liens on the Collateral in accordance with “Security Documents”. Subject to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral Documents. The rights and remedies in connection with future Indebtedness of the Trustee under Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the Collateral Documents in respect 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 Secured Note Liens and the Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens Issuer in accordance compliance with the terms of the Intercreditor Agreement. In the event of a conflict between 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 Intercreditor AgreementIndebtedness 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 Intercreditor Agreement 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 controlbe released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. (ab) 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 such a Note, agrees shall be deemed to have agreed to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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 termsSecurity Documents. (bf) Neither Beyond the Issuer nor exercise of reasonable care in the custody thereof, the Security Trustee shall have no duty as to any Subsidiary Guarantor shall, Collateral in its possession or shall cause control or permit any in the possession or control of its Subsidiaries to, intentionally ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its Collateral to or for the benefit of the 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, bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the collateral agent under 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 First Lien Term Loan perfection of any security interest in the Security. The Security Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral Agreement) unless a Lien with respect to such in its possession if the Collateral is granted on 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 same terms, subject to value of any of the Collateral Documents and the Intercreditor Agreement, in favor by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Security Trustee for the benefit of the Holdersin good faith. (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, including, without limitation, by filing the appropriate notifications under applicable law.

Collateral and Security Documents. (a) In order to secure the obligations due and punctual payment of the Issuer and the Subsidiary Guarantors under their respective GuaranteesNotes, the Issuer Company, the Parent Guarantor and the Subsidiary Guarantors have entered into or shall enter into and delivered to the Collateral Documents Trustee the Security Agreement and grantthe other Security Documents, in favor of each case, to which it is a party, to create the Collateral Agent for the benefit of the Holders of the Notes, the Secured 2011 Note Liens on the Collateral in accordance with the terms thereof. Pursuant to the provisions of the Collateral Documents. The Intercreditor Agreement, the rights and remedies of the Trustee under and the Holders of the Notes in the Collateral Documents in respect of the Secured Note Liens and the Collateral are shall be subordinate and subject to the rights and remedies of the holders of the First Liens in accordance with Priority Lien Obligations under the terms of the Intercreditor AgreementPriority Lien Documents. In the event of a conflict between the terms of this Indenture and the Intercreditor AgreementAgreement or Security Documents, the Intercreditor Agreement and Security Documents shall control. (ab) Each HolderThe Company, by accepting such Note, agrees to all of the terms and provisions of the Collateral Documents Parent Guarantor and the Intercreditor Agreement, including, without limitation, Subsidiary Guarantors shall comply with all covenants and agreements contained in the provisions thereof that Security Documents the failure to comply with which would have a material and adverse effect a subordination of on the Lien of the Trustee under the Collateral Documents 2011 Note Liens purported 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 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 same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holdersbe created thereby. (c) The Issuer Each Holder of each Note by its acceptance of that Note acknowledges and each 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 otherwise disposed of in accordance with the 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 to 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 shall use its best efforts may request and instruct the Priority Lien Agent to, on behalf of each holder of Priority Lien Obligations, (A) execute and deliver to perfect 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 Secured 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 Collateral possession of the Priority Lien Agent to the Company, the Parent Guarantor or any Subsidiary Guarantor, as soon as practicablethe case may be; provided that any such release complies with the terms of the Priority Lien Documents, including, without limitation, by filing the appropriate notifications under applicable lawSecurity Documents and this Indenture.

Collateral and Security Documents. In order to (a) To secure the due and punctual payment of the principal of and interest on the Notes when and 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 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 Notes shall be 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 Subsidiary Guarantors Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under their respective Guarantees, the Issuer and the Subsidiary Guarantors have entered into or shall enter into the Collateral Documents and grant, in favor of the 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 Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the Intercreditor AgreementSecurity Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the 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 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 Intercreditor Agreement Leasehold Mortgage shall controlremain 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. (ae) Each HolderHolder of a Note, by accepting such a Note, agrees to all of the terms and provisions of the Collateral Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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 termsthis Indenture. (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 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 same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holders. (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, including, without limitation, by filing the appropriate notifications under applicable law.

Collateral and Security Documents. In order 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 obligations Second Lien Obligations, subject to the terms, conditions and provisions of the Issuer Intercreditor Agreement. The Trustee, the Company and the Subsidiary Guarantors under 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 respective Guaranteesterms 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 Issuer 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 have entered into or shall enter into 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 grantsubject 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 Holders of Trustee and the NotesHolders, the Secured Note second in priority to any and all Liens on and security interests (other than Permitted Liens) at any time granted in the Collateral in accordance with to secure the terms of the Collateral DocumentsFirst Lien Obligations. The rights and remedies of the Trustee under the Collateral Documents in respect of the Secured Note Liens Company and the Collateral are subordinate Subsidiary Guarantors will from time to time promptly pay and subject discharge all recording or filing fees, charges and taxes relating to the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor Agreement. In the event of a conflict between the terms filing or registration of this Indenture and the Intercreditor AgreementSecurity Documents, any amendments thereto and any other instruments of further assurance. Each year, at the Intercreditor Agreement shall control. (a) Each Holder, by accepting such Note, agrees time of delivery to all the Trustee of the terms and provisions of the Collateral Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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 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 annual financial statements with respect to such Collateral is granted on substantially the same termspreceding fiscal year pursuant to Section 4.02, subject the Company shall deliver to the Collateral Documents and the Intercreditor Agreement, in favor Trustee a certificate of an executive officer of the Trustee for the benefit Company who has specific knowledge of the HoldersCompany’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. (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, including, without limitation, by filing the appropriate notifications under applicable law.

Collateral and Security Documents. In order to secure The due and punctual payment of the obligations principal of and premium and interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Notes and Guarantees and performance of all other Obligations of the Issuer and the Subsidiary Guarantors to the Noteholder Secured Parties under their respective 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 as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement. The Trustee, the Issuer and the Subsidiary Guarantors have entered into hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties pursuant to the terms of the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement as each may be in effect or shall may be amended from time to time in accordance with their terms and this Indenture, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement and to perform its obligations thereunder in accordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed 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 assure and confirm to the 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 grantbenefit of this Indenture and of the Notes and the Guarantees secured thereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its 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, perfect and maintain, as security for the Obligations 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 of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders of the Notes, the Noteholder Secured Note Parties subject to no Liens on the Collateral in accordance other than Liens permitted under this Indenture and with the terms of priority set forth in the Collateral Documents. The rights and remedies of the Trustee under the Collateral Documents in respect of the Secured Note Liens and the Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens in accordance with the terms of the ABL-Notes Intercreditor Agreement. In For the event avoidance of a conflict between the terms of this Indenture and the Intercreditor Agreementdoubt, the Intercreditor Agreement Trustee and Notes Collateral Agent shall control. (a) Each Holder, by accepting such Note, agrees to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of 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 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 not have a Lien with respect to such Collateral is granted on substantially the same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holders. (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, including, without limitation, by filing the appropriate notifications under applicable lawExcluded Assets.

Collateral and Security Documents. In order (a) On and after the Issue Date (following the Issuers’ Assumption), the due and punctual payment of the principal of and interest (including additional interest, if any) on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (including additional interest, if any) on the Notes and performance of all other 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 as provided in the Security Documents, which define the terms of the Liens that secure the obligations Guaranteed Obligations, subject to the terms of the Issuer New Intercreditor Agreement and the Subsidiary Guarantors under their respective GuaranteesExisting Intercreditor Agreement. The Trustee and the Issuers hereby acknowledge and agree that the Trustee or the Collateral 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, the Issuer New Intercreditor Agreement and the Subsidiary Guarantors have entered into Existing Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for foreclosure and release of Collateral), the New Intercreditor Agreement and the Existing Intercreditor Agreement, as the same may be in effect or shall may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Collateral Agent to enter into the Security Documents , 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 if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the 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 assure and confirm to the Trustee and the 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 grantbenefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Holdings shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations 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 of the New Intercreditor Agreement and the Existing Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Holders of Trustee and the NotesHolders, junior in priority to any and all security interests at any time granted in the Collateral to secure the 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. Notwithstanding the foregoing, 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 Collateral are subordinate and subject to the rights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the New Intercreditor Agreement, the Existing Intercreditor Agreement shall control. (a) Each Holder, by accepting such Note, agrees to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of the Security Documents may be amended from time to time to add other parties holding Other Pari Passu Lien of the Trustee Obligations and other First-Priority Lien Obligations permitted to be incurred under the Collateral Documents to the First Lien, Sections 4.03 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 terms4.12. (b) Neither Notwithstanding the Issuer nor foregoing, (i) the Capital Stock and securities of the Subsidiaries of Holdings (other than the Hexion Canada Entities) that are owned by Holdings or any Guarantor will constitute Collateral only to the extent that such Capital Stock and securities can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-10” and “Rule 3-16,” respectively) (or any other law, rule or regulation) requiring separate financial statements of such 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, modified or interpreted by the 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 separate financial statements of any Subsidiary Guarantor shall(other than the Hexion Canada Entities) due to the fact that such Subsidiary’s Capital Stock and securities secure the Notes, the performance of Guaranteed Obligations of the 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 extent necessary to not be subject to such requirement (and, in such event, the Security Documents may be amended or 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 are so deemed to no 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 shall cause any other law, rule or permit any of its Subsidiaries toregulation is adopted, intentionally ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its Collateral which would permit) such Subsidiary’s Capital Stock and securities to or for secure the benefit Notes in excess of the lenders under amount then pledged without the First Lien Term Loan Credit Facility filing with the SEC (or any Other First Lien Indebtedness (including 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 grant to any agent financial statement requirement (and, in such event, the Security Documents may be amended or trustee on their behalf, includingmodified, without limitationthe consent of any Holder of the Notes, to the collateral agent under the First Lien Term Loan Collateral Agreement) unless a Lien with respect extent necessary to such Collateral is granted on substantially the same terms, subject to the Collateral Liens under the Security Documents such additional Capital Stock and the Intercreditor Agreement, in favor of the Trustee for the benefit of the Holderssecurities). (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, including, without limitation, by filing the appropriate notifications under applicable law.

Collateral and Security Documents. In order to (a) To secure the obligations full and punctual payment when due and the full and punctual performance of the Issuer and Obligations of the Subsidiary Guarantors under their respective Guaranteesparties hereto, Holdings, the Issuer and the Subsidiary Guarantors Security Agent have entered into or shall 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, (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 grantsecures obligations under the Securities, in favor of this Indenture and the Collateral Agent for the benefit of the Holders of the NotesSenior Note Guarantees, the Secured Additional Securities and any Senior 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 Guarantees in respect of any Additional Securities and (c) the Secured Note Liens Trustee and the Collateral are subordinate and subject to Holders under the rights and remedies of indenture governing the holders of the First Liens in accordance with Senior Subordinated Securities is established by the terms of the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the agreement, any additional Intercreditor Agreement, this Indenture, any indenture governing the Intercreditor Agreement shall control. (a) Each HolderAdditional Securities, by accepting such Notethe indenture governing the Senior Subordinated Securities, agrees the Security Documents, the security documents relating to all of the terms and provisions of the Collateral Documents Senior Subordinated Securities and the Intercreditor Credit Agreement, including, without limitationwhich provide that the First Priority Lien Obligations are secured by a first priority interest in the Collateral, the provisions thereof that effect a subordination of the Lien of the Trustee obligations under the Collateral Documents to Securities and any Additional Securities are secured by a second-priority interest in the First LienCollateral, 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 lenders obligations 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, Senior Subordinated Securities are secured by a third-priority interest in the collateral agent under the First Lien Term Loan Collateral Agreement) unless a Lien with respect to such Collateral is granted on substantially the same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the HoldersCollateral. (c) The Issuer Trustee for the Securities has, and by accepting a Security, each Subsidiary Guarantor Holder thereof will be deemed to 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 use its best efforts become party to perfect all Secured Note Liens on the Collateral as soon as practicableIntercreditor Agreement and by accepting a Security, includingeach Holder thereof shall be deemed to have irrevocably authorized the Trustee to perform the duties and exercise the rights, without limitationpowers and discretions that are specifically given to it under the Intercreditor Agreement. (e) The Security Agent shall become party to the Intercreditor Agreement and by accepting a Security, by filing each Holder thereof shall be deemed to have irrevocably authorized the appropriate notifications Security Agent to perform the duties and exercise the rights, powers and discretions that are specifically given to it under applicable lawthe Intercreditor Agreement.

Collateral and Security Documents. In order to (a) To secure the obligations full and punctual payment when due and the full and punctual performance of the Issuer and Obligations of the Subsidiary Guarantors under their respective Guaranteesparties hereto, Holdings, the Issuer and the Subsidiary Guarantors Security Agent have entered into or shall 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, (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 grantsecures obligations under the Securities, in favor of this Indenture and the Collateral Agent for the benefit of the Holders of the NotesSubordinated Guarantees, the Secured Note Liens on the Collateral in accordance with the terms of the Collateral Documents. The rights Additional Securities and remedies of the Trustee under the Collateral Documents any Subordinated Guarantees in respect of any Additional Securities and (iii) the Secured Note Liens Trustee and the Collateral are subordinate and subject to Holders under the rights and remedies of indenture governing the holders of the First Liens in accordance with Senior Securities is established by the terms of the Intercreditor Agreement. In , any Additional Intercreditor Agreement this Indenture, any indenture governing the event of a conflict between Additional Securities the terms of this Indenture indenture governing the Senior Securities, the Security Documents, the security documents relating to the Senior Securities and the Intercreditor Credit Agreement, which provide that the Intercreditor Agreement shall control. (a) Each HolderFirst Priority Lien Obligations are secured by a first priority interest in the Collateral, the obligations under the Senior Securities are secured by accepting such Notea second-priority interest in the Collateral, agrees to all of the terms and provisions of the Collateral Documents and the Intercreditor Agreement, including, without limitation, the provisions thereof that effect a subordination of the Lien of the Trustee obligations under the Collateral Documents to Securities and any Additional Securities are secured by a third-priority interest in 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 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 same terms, subject to the Collateral Documents and the Intercreditor Agreement, in favor of the Trustee for the benefit of the HoldersCollateral. (c) The Issuer Trustee for the Securities has, and by accepting a Security, each Subsidiary Guarantor Holder thereof will be deemed to have: (1) irrevocably appointed the Security Agent 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 use its best efforts become party to perfect all Secured Note Liens on the Collateral as soon as practicableIntercreditor Agreement and by accepting a Security, includingeach Holder thereof shall be deemed to have irrevocably authorized the Trustee to perform the duties and exercise the rights, without limitationpowers and discretions that are specifically given to it under the Intercreditor Agreement. (e) The Security Agent shall become party to the Intercreditor Agreement and by accepting a Security, by filing each Holder thereof shall be deemed to have irrevocably authorized the appropriate notifications Security Agent to perform the duties and exercise the rights, powers and discretions that are specifically given to it under applicable lawthe Intercreditor Agreement.