Common use of Collateral and Security Documents Clause in Contracts

Collateral and Security Documents. (f) 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 this Indenture and the Notes by (i) a fourth-ranking pledge of the Pledged Shares, and (ii) a fourth-ranking assignment of the Issuer’s rights under the Framework Agreement. The share pledges in respect of the Pledged Shares and the assignment agreements evidencing the fourth-ranking assignment of rights under the Framework Agreement, are referred to as the “Security Documents.” Subject to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness, and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. 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. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes the Trustee and the Security Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the Trustee as his attorney-in-fact for such purpose, including, in the event of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under its Guarantee obligations in the form required in said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such rights as attorney for any holders of Notes unless instructed to do so in accordance with Section 7.6

Collateral and Security Documents. (fa) The Issuer and the Subsidiary Guarantors agree In order to secure the full 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 full overdue principal of and punctual 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 their all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the Notes by (i) a fourth-ranking pledge Securities, the holders of the Pledged SharesSenior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and (ii) the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a fourth-ranking assignment party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Issuer’s rights under Secured Parties a first priority Lien on and security interest in the Framework AgreementCollateral. The share pledges Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in respect trust for the benefit of the Pledged Shares and the assignment agreements evidencing the fourth-ranking assignment of rights under the Framework Agreement, are referred to as the “Security Documents.” Subject Secured Parties pursuant to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness, and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. 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. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes the Trustee and the Security Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the Trustee as his attorney-in-fact for such purpose, including, in the event of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under its Guarantee obligations in the form required in said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such rights as attorney for any holders of Notes unless instructed to do so in accordance with Section 7.6Documents.

Collateral and Security Documents. (fa) The Issuer and the Subsidiary Guarantors agree In order to secure the full 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 full overdue principal of and punctual interest (to the extent permitted by law), if any, on the Securities of each series and the performance of their all other obligations of the Company to the Holders or the Trustee under this Indenture and the Notes by Securities of each series (i) the "Company Obligations"), the Company and the Trustee have simultaneously with the execution of this Indenture entered into the Company Security Agreement and a fourth-ranking pledge certain Mortgage pursuant to which the Company has granted to the Trustee, in its capacity as Collateral Agent, for the benefit of the Pledged SharesHolders of Securities of each series, a first priority Lien on and (ii) a fourth-ranking assignment security interest in the Collateral described therein, subject to the exceptions permitted by Section 6.10. Each Subsidiary of the Issuer’s rights under Company on the Framework Agreementdate of the Indenture, by executing this Indenture, shall Guarantee the Company Obligations. The share pledges in respect Company shall cause each Person which becomes a Recourse Subsidiary of the Pledged Shares Company after the date of this Indenture to become a party to this Indenture as a Subsidiary Guarantor on the date such Person becomes a Recourse Subsidiary. On the date of this Indenture, each Subsidiary of the Company which holds real property constituting part of the Mortgaged Facility or which owns any Integral Fixtures and Equipment shall enter into a Subsidiary Security Agreement and a Mortgage to secure its obligations under its Subsidiary Guarantee, pursuant to which such Subsidiary has granted to the Trustee, in its capacity as Collateral Agent, for the benefit of the Holders of Securities of each series a first priority Lien on and security interest in the Collateral described in such Subsidiary Security Agreement and Mortgage, subject to the exceptions permitted by Section 6.10. Subsequent to the date of this Indenture, the Company and its Subsidiaries (with the 105 exception of Non-Recourse Subsidiaries) shall execute, as soon as practicable, any further security agreements (substantially in the form of the Company Security Agreement or the Subsidiary Security Agreement, as the case may be), mortgages, or other agreements necessary and take such other actions as necessary to create and maintain an effective security interest in the Mortgaged Facility, all Integral Fixtures and Equipment and all proceeds and products of any and all of the foregoing. The Trustee, the Company and the assignment agreements evidencing Subsidiary Guarantors hereby agree that the fourth-ranking assignment Trustee holds the Collateral in trust for the benefit of rights under the Framework Agreement, are referred to as the “Security Documents.” Subject Holders of Securities of each series pursuant to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness, and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. 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. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes the Trustee and the Security Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the Trustee as his attorney-in-fact for such purpose, including, in the event of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under its Guarantee obligations in the form required in said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such rights as attorney for any holders of Notes unless instructed to do so in accordance with Section 7.6Documents.

Collateral and Security Documents. (fa) The Issuer and the Subsidiary Guarantors agree In order to secure the full 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 full overdue principal of and punctual 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 their all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the Notes by (i) a fourth-ranking pledge Securities, the holders of the Pledged SharesSenior Secured Notes or the Note Trustee under the Note Indenture and the Senior Secured Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and (ii) the Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a fourth-ranking assignment party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Issuer’s rights under Secured Parties a first priority Lien on and security interest in the Framework AgreementCollateral. The share pledges Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in respect trust for the benefit of the Pledged Shares and the assignment agreements evidencing the fourth-ranking assignment of rights under the Framework Agreement, are referred to as the “Security Documents.” Subject Secured Parties pursuant to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness, and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. 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. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes the Trustee and the Security Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the Trustee as his attorney-in-fact for such purpose, including, in the event of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under its Guarantee obligations in the form required in said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such rights as attorney for any holders of Notes unless instructed to do so in accordance with Section 7.6Documents.

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

Collateral and Security Documents. (fa) 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 this Indenture and the Notes by (i) a fourth-ranking first priority pledge of shares of CME NV and CME BV (the “Pledged Shares, ”) and (ii) a fourth-ranking first priority assignment of the Issuer’s rights under the Framework AgreementAgreement and the TV Nova Group Agreement (together with the Pledged Shares, the “Collateral”). The share pledges in respect of the Pledged Shares and are referred to as the “Share Pledges” and, together with the assignment agreements evidencing the fourth-ranking first priority assignment of rights under the Framework Agreement and the TV Nova Group Agreement, are referred to as the “Security Documents.” ”. Subject to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness, and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. 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. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes the Trustee and the Security Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the Trustee as his attorney-in-fact for such purpose, including, in the event of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under its Guarantee obligations in the form required in said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such rights as attorney for any holders of Notes unless instructed to do so in accordance with Section 7.6.

Collateral and Security Documents. (fa) The Issuer On and after the Subsidiary Guarantors agree to secure Issue Date (following the full 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 full overdue principal of and punctual interest (including additional interest, if any) on the Notes and performance of their obligations all other Guaranteed Obligations of the Issuers and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture Indenture, the Notes and the Notes by (i) a fourth-ranking pledge Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Pledged SharesLiens that secure the Guaranteed Obligations, and (ii) a fourth-ranking assignment subject to the terms of the Issuer’s rights under New Intercreditor Agreement and the Framework Existing Intercreditor Agreement. The share pledges Trustee and the Issuers hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in respect trust for the benefit of the Pledged Shares Trustee and the assignment agreements evidencing the fourth-ranking assignment of rights under the Framework AgreementHolders, are referred to as the “Security Documents.” Subject in each case pursuant to the terms of the Security Documents and this IndentureDocuments, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness, New Intercreditor Agreement and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. 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 Existing Intercreditor Agreement. Each holder of Notes Holder, by accepting a Note Note, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, 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 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 Trustee Documents or any part thereof, as from time to perform their respective obligations time constituted, so as to render the same available for the security and exercise their respective rights thereunder benefit 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 accordance therewith and appoints on all of the Trustee as his attorney-in-fact for such purpose, includingCollateral (subject to the terms of the New Intercreditor Agreement and the Existing Intercreditor Agreement), in favor of the event of any liquidation, dissolution, winding up, reorganization, assignment Collateral Agent for the benefit of creditors or marshaling of assets of the Trustee and the Holders, junior in priority to any Guarantor tending towards liquidation or reorganization of and all security interests at any time granted in the business Collateral to secure the First-Priority Lien Obligations and assets of senior in priority to any Guarantorand all security interests at any time granted in the Collateral to secure the Junior Lien Obligations. Notwithstanding the foregoing, the immediate filing of a claim for New Intercreditor Agreement, the unpaid balance under its Guarantee obligations in Existing Intercreditor Agreement and the form required in said proceedings Security Documents may be amended from time to cause said claim time to add other parties holding Other Pari Passu Lien Obligations and other First-Priority Lien Obligations permitted to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such rights as attorney for any holders of Notes unless instructed to do so in accordance with Section 7.6incurred under Sections 4.03 and 4.12.

Collateral and Security Documents. (fa) The Issuer and the Subsidiary Guarantors agree In order to secure the full 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 full overdue principal of and punctual interest (to the extent permitted by law), if any, on the Securities of each series and the performance of their all other obligations of the Company to the Holders or the Trustee under this Indenture and the Notes by Securities of each series (i) the "Company Obligations"), the Company and the Trustee have simultaneously with the execution of this Indenture entered into the Company Security Agreement and a fourth-ranking pledge certain Mortgage pursuant to which the Company has granted to the Trustee, in its capacity as Collateral Agent, for the benefit of the Pledged SharesHolders of Securities of each series, a first priority Lien on and (ii) a fourth-ranking assignment security interest in the Collateral described therein, subject to the exceptions permitted by Section 6.10. Each Subsidiary of the Issuer’s rights under Company on the Framework Agreementdate of the Indenture, by executing this Indenture, shall Guarantee the Company Obligations. The share pledges in respect Company shall cause each Person which becomes a Recourse Subsidiary of the Pledged Shares 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 Draft - January 14, 2004 Exhibit C shall enter into a Subsidiary Security Agreement and a Mortgage to secure its obligations under its Subsidiary Guarantee, pursuant to which such Subsidiary has granted to the Trustee, in its capacity as Collateral Agent, for the benefit of the Holders of Securities of each series a first priority Lien on and security interest in the Collateral described in such Subsidiary Security Agreement and Mortgage, subject to the exceptions permitted by Section 6.10. Subsequent to the date of this Indenture, the Company and its Subsidiaries (with the 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 assignment agreements evidencing Subsidiary Guarantors hereby agree that the fourth-ranking assignment Trustee holds the Collateral in trust for the benefit of rights under the Framework Agreement, are referred to as the “Security Documents.” Subject Holders of Securities of each series pursuant to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness, and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. 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. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes the Trustee and the Security Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the Trustee as his attorney-in-fact for such purpose, including, in the event of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under its Guarantee obligations in the form required in said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such rights as attorney for any holders of Notes unless instructed to do so in accordance with Section 7.6Documents.

Collateral and Security Documents. (fd) 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 this Indenture and the Notes by (i) a fourththird-ranking pledge of shares of CME NV and CME BV (the “Pledged Shares, ”) and (ii) a fourththird-ranking assignment of the Issuer’s rights under the Framework AgreementAgreement (together with the Pledged Shares, the “Collateral”). The share pledges in respect of the Pledged Shares and are referred to as the “Share Pledges” and, together with the assignment agreements evidencing the fourththird-ranking assignment of rights under the Framework Agreement, are referred to as the “Security Documents.” Subject to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness, Indebtedness and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. 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. Each holder of Notes by accepting a Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes the Trustee and the Security Trustee to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the Trustee as his attorney-in-fact for such purpose, including, in the event of any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of any Guarantor tending towards liquidation or reorganization of the business and assets of any Guarantor, the immediate filing of a claim for the unpaid balance under its Guarantee obligations in the form required in said proceedings to cause said claim to be approved, provided that it is expressly understood that the Trustee shall not be required to exercise any such rights as attorney for any holders of Notes unless instructed to do so in accordance with Section 7.6