Common use of Collateral and Security Documents Clause in Contracts

Collateral and Security Documents. (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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a Note, by accepting a Note, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and this Indenture.

Collateral and Security Documents. (a) To secure the due full and punctual payment when due and the full and punctual performance of the principal Obligations of and interest on the Notes when and as parties hereto, Holdings, the same shall become due and payable, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, Issuer 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 Security Agent 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 may enter into additional Security Documents. (b) The Additional 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 only shall secure Indebtedness that is created by the Security Documents and secures obligations under the Notes Securities, this Indenture and the Senior Note Guarantees, the Additional Securities and any Senior Note Guarantees in an amount equal respect of any Additional Securities and (c) the Trustee and the Holders under the indenture governing the Senior Subordinated Securities is established by the terms of the Intercreditor agreement, any additional Intercreditor Agreement, this Indenture, any indenture governing the Additional Securities, the indenture governing the Senior Subordinated Securities, the Security Documents, the security documents relating to the sum of (A) $6.5 million (Senior Subordinated Securities and the "Differential Amount") plus (B) an amount (Credit Agreement, which provide that the "Assumed Unpaid Interest Amount") from time to time equal to First Priority Lien Obligations are secured by a first priority interest in the amount of interest (including interest on interest to Collateral, the extent payable obligations under the Notes) that would accrue on $6.5 million of Outstanding Notes from January 29Securities and any Additional Securities are secured by a second-priority interest in the Collateral, 1999 to and 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 obligations under the Notes) and all costs and expenses payable Senior Subordinated Securities are secured by a third-priority interest in 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 Trustee for the Pledged Stock shall Securities has, and by accepting a Security, each Holder thereof will be terminated deemed to have: (1) irrevocably appointed to act as its agent and released upon trustee under the Disposition of the Yonkers Property Security Documents and the application of other relevant documents to which it is a party; and (2) irrevocably authorized the Net Proceeds of such Disposition in accordance 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 Article 3 hereofany other incidental rights, power and discretions; and (ii) execute each document expressed to be executed by the Security Agent on its behalf. (d) With respect to any Leasehold Mortgage, if (i) all of the outstanding principal of and interest on all of the Notes The Trustee 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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) become party to the Trustee)Intercreditor Agreement and by accepting a Security, 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 each Holder thereof shall be deemed to have beenirrevocably authorized the Trustee to perform the duties and exercise the rights, reconveyed, released powers and discharged from such Leasehold Mortgage without further notice on discretions that are specifically given to it under 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the MortgageeIntercreditor Agreement. (e) Each Holder of a Note, The Security Agent shall become party to the Intercreditor Agreement and by accepting a NoteSecurity, agrees each Holder thereof shall be deemed to all of the terms and provisions of have irrevocably authorized the Security DocumentsAgent to perform the duties and exercise the rights, as powers and discretions that are specifically given to it under the same may be amended from time to time pursuant to the provisions of the Security Documents and this IndentureIntercreditor Agreement.

Collateral and Security Documents. (a) To secure 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 become 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 obligations Guaranteed Obligations of the Issuer Issuers and the Guarantors to the Holders Holders, the Trustee or the Collateral Agent under this Indenture Indenture, the Notes and the NotesSecurity Documents, according to the Issuerterms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Guaranteed Obligations, subject to the terms of the New Horizons Intercreditor Agreement and the Existing Intercreditor Agreement. The Trustee have entered into and the Security Documents pursuant to which (i) New Horizons has granted to Issuers hereby acknowledge and agree that the TrusteeTrustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Holders, a first priority mortgage Lien on the Yonkers Property Trustee 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 in each case pursuant to the Trustee, for the benefit terms 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 New Intercreditor Agreement 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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the 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 dischargeExisting Intercreditor Agreement. Notwithstanding the foregoing, if (i) or (ii) above shall occur, then the Mortgagor shall have the option to request an assignment of such Leasehold Mortgage, without recourse, representation or warranty in lieu of the satisfaction of such Leasehold Mortgage as described above, and, at the Mortgagor's written request, the Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a NoteHolder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security DocumentsDocuments (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 pursuant 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 IndentureSection 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 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 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 Trustee and the Holders, 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 New Intercreditor Agreement, the Existing Intercreditor Agreement and the Security Documents may be amended from time to time to add other parties holding Other Pari Passu Lien Obligations and other First-Priority Lien Obligations permitted to be incurred under Sections 4.03 and 4.12. (b) Notwithstanding the foregoing, (i) the Capital Stock and securities of the Subsidiaries of Holdings (other than the Hexion Canada Entities) that are owned by Holdings or 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 (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 any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock and securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and securities of such Subsidiary shall automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities).

Collateral and Security Documents. (a) To In order 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 NotesSubsidiary Guarantors under their respective Guarantees, the Issuer, New Horizons Issuer and the Trustee Subsidiary Guarantors have entered into or shall enter into the Security Collateral Documents pursuant to which (i) New Horizons has granted to and grant, in favor of the Trustee, Collateral Agent for the benefit of the HoldersHolders of the Notes, a first priority mortgage Lien the Secured Note Liens 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 of the Collateral Documents. The rights and hereof and any and all sums payable by remedies of the Issuer or the Mortgagor hereunder and Trustee under the Security Collateral Documents shall be paid or (ii) if all in respect of the interests Secured Note Liens and the Collateral are subordinate and subject to the rights and remedies of the Mortgagor in the Mortgaged Property under such Leasehold Mortgage shall be Disposed of and if each holders of the Issuer and First Liens in accordance with the Mortgagor shall be in compliance with all terms of the terms, covenants and conditions applicable to it to be complied with under Intercreditor Agreement. In the Notes, event of a conflict between the terms of this Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the 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 requestIntercreditor Agreement, the Leasehold Mortgage Intercreditor Agreement shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgageecontrol. (ea) Each Holder of a NoteHolder, by accepting a such Note, agrees to all of the terms and provisions of the Security DocumentsCollateral Documents and the Intercreditor Agreement, as 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 xxxxx x Xxxx 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 may be amended from time to time pursuant terms, subject to the provisions Collateral Documents and the Intercreditor Agreement, in favor of the Security Documents Trustee for the benefit of the Holders. (c) The Issuer and this Indentureeach 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) To secure the due full and punctual payment when due and the full and punctual performance of the principal Obligations of the parties hereto, BP I, the Issuers, the Senior Secured Note Guarantors and interest the Collateral Agent shall, on the Issue Date, enter into certain Security Documents and may enter into additional Security Documents. In the event that security interests in any of the Collateral are not created as of the Issue Date, the Issuers, BP II and the Senior Secured Note Guarantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Issue Date (or on such later date as may be permitted by the Applicable Representative in its sole discretion). All security interests in the Collateral for the Senior Secured Notes when and the Senior Secured Note Guarantees will be granted and implemented subject to the Agreed Security Principles. (i) Notwithstanding the foregoing, the Capital Stock and securities of any Restricted Subsidiary will constitute Collateral with respect to the Senior Secured Notes only to the extent that the securing of the Senior Secured Notes with such Capital Stock and securities would not require such Senior Secured Note Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X under the Securities Act; provided, however, that the foregoing limitation will not apply to shares of Capital Stock of BP I at any time. In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation that would require) the filing with the SEC of separate financial statements of any Restricted Subsidiary (other than BP I) due to the fact that such Restricted Subsidiary’s Capital Stock and securities secure the Senior Secured Notes or any Senior Secured Note Guarantee, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed not to be part of the Collateral (but only to the extent necessary for such Restricted Subsidiary to not be subject to such requirement to provide separate financial statements) and such excluded portion of the Capital Stock and securities is referred to as the same shall become due and payable“Excluded Stock Collateral”. In such event, 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 may be amended, modified or supplemented, without the consent of any Holder, to the Trustee, for extent necessary to release the benefit of the Holders, a first priority mortgage Lien security interests on the Yonkers Property and the Net Proceeds of the Disposition of the Yonkers Property, Excluded Stock Collateral. (ii) subject In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to Section 12.1(bpermit (or is replaced with another rule or regulation that would permit) below, any Restricted Subsidiary’s Excluded Stock Collateral to secure the Issuer has granted to the Trustee, for the benefit Senior Secured Notes in excess of the Holdersamount 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 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 part of the Collateral shall be (but only to the extent possible without such Restricted Subsidiary becoming subject to releaseany such filing requirement). In such event, upon the terms and provisions set forth herein and in the Security DocumentsDocuments 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 Additional By accepting a Senior Secured Note, each Holder thereof will be deemed to have: (1) irrevocably appointed the Collateral only shall secure Indebtedness 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, powers and discretions that are specifically given to it under this Senior Secured Notes in an amount equal Indenture, the 2007 UK Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents or other documents to the sum of which it is a party, together with any other incidental rights, power and discretions; and (Aii) $6.5 million (the "Differential Amount") plus (B) an amount (the "Assumed Unpaid Interest Amount") from time execute each document expressed 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 be executed 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 NotesAgent on its behalf. (c) The Trustee shall become party to the First Lien on the Pledged Stock shall be terminated and released upon the Disposition of the Yonkers Property Intercreditor Agreement 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 2007 UK Intercreditor Agreement by the Issuer or the Mortgagor hereunder and under the Security Documents shall be paid or (ii) if all of the interests of the Mortgagor in the Mortgaged Property under such Leasehold Mortgage shall be Disposed of and if each of the Issuer and the Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) executing a joinder to the Trustee)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, 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 each Holder thereof shall be deemed to have beenirrevocably authorized the Trustee to perform the duties and exercise the rights, reconveyed, released powers and discharged from such Leasehold Mortgage without further notice on discretions that are specifically given to it under the part of the Mortgagor or Mortgagee thereunder, First Lien Intercreditor Agreement 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee2007 UK Intercreditor Agreement. (e) Each Holder of a Note, by accepting a Note, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and this Indenture.

Collateral and Security Documents. (a) To In order to secure the due and punctual payment of the principal of and interest on the Notes when and as the same shall become be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, and 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 Notes, the Issuer, New Horizons Company and the Trustee Collateral Agent have simultaneously with the execution of this Indenture entered into the Security Documents Documents, pursuant to which (i) New Horizons the Company has granted to the Trustee, Collateral Agent for the benefit of the Holders, Trustee and the Holders a first second priority mortgage Lien on and security interest in certain of the Yonkers Property Collateral (such Lien, subject to the terms of the Intercreditor Agreement, ranking junior in priority only to the Peoria County Loan and the Net Proceeds of Indebtedness under the Disposition of Senior Credit Facility Documents). The Collateral Agent and the Yonkers PropertyCompany hereby agree that the Collateral Agent holds the Collateral as a secured party or mortgagee, (ii) subject to Section 12.1(b) belowas the case may be, the Issuer has granted to the Trustee, in trust 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, in its capacity as trustee, and for the ratable benefit of the Holders, a first priority Lien on the Pledged Stock. Each such Lien shall be subject Holders pursuant to modification, and certain portions of the Collateral shall be subject to release, upon the terms and provisions set forth herein and in of the Security Documents. The Collateral Agent is authorized and directed to enter into the Intercreditor Agreement. (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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a NoteHolder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be in effect from time to time or may be amended from time to time pursuant to in accordance with the provisions of the Security Documents and this Indenture, and authorizes and directs the Collateral Agent to act as mortgagee or secured party with respect thereto. (c) As set forth in and governed by the Security Documents, as among the Holders of Notes, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders of the Notes without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Notes.

Collateral and Security Documents. (a) To In order to secure the due and punctual payment of the principal of Notes, the Company, the Parent Guarantor and interest the Subsidiary Guarantors have entered into and delivered to the Trustee the Security Agreement and the other Security Documents, in each case, to which it is a party, to create the 2011 Note Liens on the Notes when Collateral in accordance with the terms thereof. Pursuant to the provisions of the Intercreditor Agreement, the rights and as remedies of the same shall become due and payable, whether on an interest payment date, at maturity, by acceleration, redemption or otherwise, Trustee and the performance of all other obligations Holders of the Issuer Notes in the Collateral shall be subordinate and subject to the Holders rights and remedies of the holders of the Priority Lien Obligations under the Priority Lien Documents. In the event of a conflict between the terms of this Indenture and the NotesIntercreditor Agreement or Security Documents, the Issuer, New Horizons Intercreditor Agreement 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 Documentscontrol. (b) The Additional Collateral only Company, the Parent Guarantor and the Subsidiary Guarantors shall secure Indebtedness under comply with all covenants and agreements contained in the Notes in an amount equal Security Documents the failure 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 comply with which would accrue on $6.5 million of Outstanding Notes from January 29, 1999 to the date of calculation of the extent of the Lien have a material and adverse effect 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 2011 Note Liens purported to be under any obligation to seek to Dispose of the Additional Collateral to prepay the Notescreated thereby. (c) The Each Holder of each Note by its acceptance of that Note acknowledges and agrees that: (i) this Indenture, as originally executed and delivered by the parties hereto, does not create any Lien on any Collateral which secures the 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.2011 Note Obligations under this Indenture; (dii) With the Intercreditor Agreement provides that the 2011 Note Liens created by the Security Documents automatically will be released and extinguished with respect to any Leasehold Mortgage, if (i) all Collateral that is transferred or otherwise disposed 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 Priority Lien Documents; (iii) without the necessity of any consent of or notice to the Mortgagor in the Mortgaged Property under such Leasehold Mortgage shall be Disposed Trustee or any Holder of and if each of the Issuer and the Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture Company, the Parent Guarantor, the Subsidiary Guarantors and the Priority Lien Agent may amend, modify, supplement or terminate any Priority Lien Security Documents Document; (includingiv) as among the Trustee, without limitation, payment the Holders of the Net Proceeds (subjectNotes, in the case holders of Additional CollateralPriority Lien Obligations and the Priority Lien Agent, to Section 12.1(b)) prior to the Trustee)Discharge of Priority Lien Obligations, then in either such case, such Leasehold Mortgage shall be null and void and the holders of no further force and effect Priority Lien Obligations and the Mortgaged Property thereunder shall thereupon be, Priority Lien Agent will have the sole ability to control and shall be deemed obtain remedies with respect to have been, reconveyed, released and discharged from such Leasehold Mortgage without further notice all Collateral (including on the part sale or liquidation of any Collateral after acceleration of the Mortgagor Priority Lien Obligations) without the necessity of any consent of or Mortgagee thereundernotice to the Trustee or any Holder of the Notes; and (v) without the necessity of any consent of or notice to the Trustee or any Holder of the Notes, the Company, the Parent Guarantor or any Subsidiary Guarantor may request and instruct the MortgageePriority Lien Agent to, at the Mortgagor's expenseon behalf of each holder of Priority Lien Obligations, will (A) execute and deliver such reasonable to the Company, the Parent Guarantor or necessary instruments, if anyany Subsidiary Guarantor, as the Mortgagor case may request evidencing or confirming be, for the reconveyancebenefit of any Person, such release documents as may be reasonably requested, of all liens and discharge security interests held by the Priority Lien Agent in any assets, (in which case the 2011 Note Liens on such assets shall automatically be released), and (B) deliver any such assets in the possession of the Mortgaged Property from such Leasehold Mortgage, and any such instrument, when duly executed by Priority Lien Agent to 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 requestCompany, the Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable Parent Guarantor or necessary instruments, if anyany Subsidiary Guarantor, as the Mortgagor case may request evidencing or confirming the assignment of such Leasehold Mortgage, and be; provided that any such instrument, when duly executed by release complies with 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 terms of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a Note, by accepting a Note, agrees to all of the terms and provisions of the Security Priority Lien Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and this Indenture.

Collateral and Security Documents. (a) To The Issuer and the Subsidiary Guarantors agree to secure the due full 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, the full and the punctual performance of all other their obligations of the Issuer to the Holders under this Indenture and the NotesNotes 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, New Horizons together with the assignment agreements evidencing the first priority assignment of rights under the Framework Agreement and the Trustee have entered into TV Nova Group Agreement, the “Security Documents”. Subject to the terms of the Security Documents pursuant and this Indenture, the Issuer is permitted to which pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) New Horizons has granted to all other security interests in respect of such Subsidiary’s Capital Stock securing the Trustee, for the benefit Indebtedness of the Holders, Issuer or a first priority mortgage Lien on the Yonkers Property Restricted Subsidiary are released 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, proceeds from such sale or disposition are used for the benefit 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 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 Stockthis Indenture. Each such Lien shall be subject to modification, and certain portions All of the Collateral shall be subject to release, released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. (b) Each holder 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 provisions set forth herein 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. (b2) 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 Each holder 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 accepting a Note shall be terminated deemed to agree that the Security Trustee shall have only those duties, obligations and released upon responsibilities and such rights and protections as expressly specified in this Indenture or in the Disposition of the Yonkers Property Security Documents (and the application of the Net Proceeds of such Disposition in accordance with Article 3 hereofno others shall be implied). (d) With respect The Security Trustee agrees that it will hold the security interests in the Collateral created under any Security Document 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 which it is a party as contemplated by this Indenture and any and all sums payable by proceeds thereof, for the Issuer or benefit of, among others, the Mortgagor hereunder Trustee and under the holders of Notes, without limiting the Security Documents shall be paid or (ii) if all of the interests of the Mortgagor Trustee’s rights to act in the Mortgaged Property under such Leasehold Mortgage shall be Disposed of and if each of the Issuer and the Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release preservation of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests Collateral. The Security Trustee will take action or refrain from taking action in such proceeds unless and until such proceeds are actually received connection therewith only as directed by the MortgageeTrustee. (e) Each Holder of a Noteholder, by accepting a Note, agrees shall be deemed to have agreed to all of the terms and provisions of the Security Documents. (f) Beyond the exercise of reasonable care in the custody thereof, the Security Trustee shall have no duty as to any Collateral in its possession or control or in the same may possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Security Trustee shall not be amended from responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Security. The Security Trustee shall be deemed to time pursuant to have exercised reasonable care in the provisions custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Security Documents and this IndentureTrustee in good faith.

Collateral and Security Documents. (a) To The Issuer and the Subsidiary Guarantors agree to secure the due full 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, the full and the punctual performance of all other their obligations of the Issuer to the Holders under this Indenture and the NotesNotes 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 IssuerIssuer 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 Horizons and the Trustee have entered into and the Security Documents pursuant 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 which 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) New Horizons has granted to all other security interests in respect of such Subsidiary’s Capital Stock securing the Trustee, for the benefit Indebtedness of the Holders, Issuer or a first priority mortgage Lien on the Yonkers Property Restricted Subsidiary are released 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, proceeds from such sale or disposition are used for the benefit 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 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 Stockthis Indenture. Each such Lien shall be subject to modification, and certain portions All of the Collateral shall be subject to release, released upon the terms and provisions set forth herein and in the Security Documents. (b) The Additional Collateral only shall secure Indebtedness under defeasance or discharge of the Notes in an amount equal 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 sum terms 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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents Intercreditor Agreement (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 provisions providing for foreclosure 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (eCollateral) Each Holder of a Note, by accepting a Note, agrees to all of the terms and provisions of the Security Documents, as the same may be in effect or may be amended from time to time pursuant 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 provisions 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 Security Documents business and this Indenture.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. (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 Company and the Holders Subsidiary Guarantors under this Indenture Indenture, the Securities and the NotesSubsidiary Guarantees, the IssuerCompany, New Horizons the Subsidiary Guarantors and the Trustee Second Priority Collateral Agent have entered into the Security Documents pursuant to which (i) New Horizons has granted to for the creation of specified security interests and related matters. The Trustee, the Company and the Subsidiary Guarantors hereby acknowledge and agree that the Second Priority Collateral Agent holds the Collateral in trust for the equal and ratable benefit of the Holders and the Trustee and the other parties entitled to the benefit of the Holders, a first priority mortgage Lien on security provided under the Yonkers Property and Security Documents pursuant to the Net Proceeds terms of the Disposition Security Documents and any Intercreditor Agreements. Notwithstanding anything to the contrary in this Indenture, no security interest or Lien is granted by the terms of the Yonkers Property, (ii) subject to Section 12.1(b) belowthis Indenture, the Issuer has granted to Securities or 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 DocumentsSubsidiary Guarantees. (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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a NoteHolder, by accepting a NoteSecurity, agrees to all of the terms and provisions of the Security DocumentsDocuments and any Intercreditor Agreements, as the same may be amended from time to time pursuant to the provisions of the Security Documents Documents, any Intercreditor Agreements and this Indenture, and authorizes and directs the Trustee and the Second Priority Collateral Agent to perform their respective obligations and exercise their respective rights under the Security 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 TIA §314(d), which shall not be applicable to this Indenture unless it is qualified under the TIA), the TIA (other than TIA § 314(b) and TIA § 314(d), which shall not be applicable to this Indenture unless it is qualified under the TIA) will control. (c) 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 document expressed to be executed by the Second Priority Collateral Agent on its behalf. (d) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other.

Collateral and Security Documents. (a) To The Issuer and the Subsidiary Guarantors agree to secure the due full 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, the full and the punctual performance of all other their 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 Notes as provided in the Security Documents. The rights and obligations of the parties hereunder with respect to the Collateral are subject to the provisions of the Intercreditor Agreement, the First Priority Intercreditor Agreement and any Additional Intercreditor Agreement (together the “Applicable Intercreditor Agreements”). (b) The Additional Collateral only shall secure Indebtedness under Each Holder of the Notes in an amount equal Notes, by its acceptance thereof, consents and agrees to the sum terms of the Security Documents and the Applicable Intercreditor Agreements (Aincluding, without limitation, the provisions providing for foreclosure, release, amendments and re-filings of Collateral) $6.5 million (as the "Differential Amount") plus (B) an amount (the "Assumed Unpaid Interest Amount") same may be in effect or may be amended from time to time equal in accordance with their terms and authorizes and directs the Trustee and the Security Agent to perform their respective obligations and exercise their respective rights thereunder in accordance therewith and appoints the amount Trustee as his attorney-in-fact for such purpose, including, in the event of interest (including interest on interest to any liquidation, dissolution, winding up, reorganization, assignment for the extent payable under the Notes) that would accrue on $6.5 million benefit of Outstanding Notes from January 29, 1999 to the date creditors or marshaling of calculation assets of any Subsidiary Guarantor tending towards liquidation or reorganization of the extent business and assets of any Subsidiary Guarantor, the Lien on immediate filing of a claim for the Additional Collateral (but excluding any period for which interest has unpaid balance under its Note Guarantee obligations in fact been paid under the Notes) form required in said proceedings and all costs and expenses payable by cause said claim to be approved, provided that it is expressly understood that the Issuer under the Leasehold Mortgages encumbering the Additional Collateral. The Issuer Trustee shall not be under required to exercise any obligation such rights as attorney for any Holders unless instructed to seek to Dispose of the Additional Collateral to prepay the Notesdo so in accordance with Section 7.02(f). (c) The Lien on Issuer shall maintain one or more agents approved by the Pledged Stock shall Trustee (such approval not to be terminated unreasonably withheld) to act as security agent and released upon security trustee for the Disposition of Trustee under the Yonkers Property Applicable Intercreditor Agreements 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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security other Finance Documents (including, without limitation, payment the Security Documents). The Trustee, acting for and on behalf of the Net Proceeds (subjectHolders under this Indenture, 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 belenders under the New Senior Revolving Credit Facility have, and shall by accepting a Note each Holder of Notes will be deemed to have beenhave, reconveyed, released and discharged from such Leasehold Mortgage without further notice on irrevocably authorized 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 Security Agent (i) or to perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Applicable Intercreditor Agreements and other Security Documents, together with any other incidental rights, powers and discretions, (ii) above shall occur, then the Mortgagor shall have the option to request an assignment of execute each Security Document expressed to be executed by such Leasehold Mortgage, without recourse, representation or warranty in lieu of the satisfaction of such Leasehold Mortgage as described above, and, at the Mortgagor's written request, the Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold MortgageSecurity Agent on its behalf, 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 (iii) to enter into any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a Note, by accepting a Note, agrees amendments to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and this Indenture.

Collateral and Security Documents. (a) To In order to secure the due and punctual payment of the principal of and interest on the Notes when and as the same shall become be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of 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 Notes, the Issuer, New Horizons Company and the Trustee Collateral Agent have simultaneously with the execution of this Indenture entered into the Security Documents (other than the Intercreditor Agreement), pursuant to which (i) New Horizons the Company has granted to the TrusteeCollateral Agent for the benefit of the Trustee and the Holders a second priority Lien on and security interest in the Collateral (such Lien ranking junior in priority only to the existing Lien on the Collateral granted to the Master Trust and the PBGC, for the benefit of the Holders, a first priority mortgage Lien on the Yonkers Property and the Net Proceeds pension plan of the Disposition Company, pursuant to the PBGC Documents, provided that upon the extinguishment of the Yonkers Property, (ii) subject to Section 12.1(b) belowLien evidenced by the PBGC Documents, the Issuer has security interest in the Collateral granted to the Trustee, Collateral Agent for the benefit of the Holders, Trustee and the Holders shall become a first priority mortgage Lien on the Additional Lien. The Collateral Agent and the Net Proceeds of Company hereby agree that the Disposition of Collateral Agent holds the Additional Collateral and (iii) as a secured party or mortgagee, as the Issuer has granted to the Trusteecase may be, in trust for the benefit of the HoldersTrustee, a first priority Lien on the Pledged Stock. Each such Lien shall be subject to modificationin its capacity as trustee, and certain portions for the ratable benefit of the Collateral shall be subject Holders pursuant to release, upon the terms and provisions set forth herein and in of the Security Documents. The Collateral Agent is authorized and directed to enter into the Intercreditor Agreement. (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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a NoteHolder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be in effect from time to time or may be amended from time to time pursuant to in accordance with the provisions of the Security Documents and this Indenture, and authorizes and directs the Collateral Agent to act as mortgagee or secured party with respect thereto. (c) As set forth in and governed by the Security Documents, as among the Holders of Notes, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders of the Notes without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Notes.

Collateral and Security Documents. (a) To In order to secure the due and punctual payment of the principal of and interest on the Notes Securities of each series when and as the same shall become be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity Date, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities of each series and the performance of all other obligations of the Issuer Company to the Holders or the Trustee under this Indenture and the NotesSecurities of each series (the "Company Obligations"), the Issuer, New Horizons Company and the Trustee have simultaneously with the execution of this Indenture entered into the Company Security Documents Agreement and a certain Mortgage pursuant to which (i) New Horizons the Company has granted to the Trustee, in its capacity as Collateral Agent, for the benefit of the HoldersHolders of Securities of each series, a first priority mortgage Lien on and security interest in the Yonkers Property and Collateral described therein, subject to the Net Proceeds exceptions permitted by Section 6.10. Each Subsidiary of the Disposition Company on the date of the Yonkers PropertyIndenture, (ii) subject 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 Section 12.1(b) belowbecome 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 Issuer 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, for the benefit of the Holders, a first priority mortgage Lien on the Additional in its capacity as Collateral and the Net Proceeds of the Disposition of the Additional Collateral and (iii) the Issuer has granted to the TrusteeAgent, for the benefit of the Holders, Holders of Securities of each series a first priority Lien on and security interest in the Pledged Stock. Each Collateral described in such Lien shall be Subsidiary Security Agreement and Mortgage, subject to modificationthe exceptions permitted by Section 6.10. Subsequent to the date of this Indenture, the Company and certain portions 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 shall be subject in trust for the benefit of the Holders of Securities of each series pursuant to release, upon the terms and provisions set forth herein and in of the Security Documents. (b) The Additional Trustee is authorized and directed by the Holders of Securities of each series to enter into and comply with the provisions of the Intercreditor Agreement. Compliance with the Intercreditor Agreement shall in no event serve as the basis for any claim by the Company or any other party having an interest in the Collateral only shall secure Indebtedness under that the Notes 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 amount equal Officer's Certificate and an Opinion of Counsel, each to the sum effect that such documents comply with the requirements of (A) $6.5 million (the "Differential Amount") plus (B) an amount (Intercreditor Agreement and the "Assumed Unpaid Interest Amount") from time to time equal conditions contained herein with respect to the amount execution of interest (including interest on interest such documents have been complied with and that such documents do not release property subject to the extent payable under Lien of this Indenture or the Notes) that would accrue on $6.5 million of Outstanding Notes from January 29, 1999 to the date of calculation Security Documents in contravention of the extent provisions 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 Notesthis Indenture or such Security Documents. (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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment of the Net Proceeds (subject, in the case of Additional Collateral, to Section 12.1(b)) to the 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a NoteHolder, by accepting a NoteSecurity, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and this Indenture.

Collateral and Security Documents. (a) To 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 due Obligations. (1) Notwithstanding the foregoing, the Capital Stock and punctual payment securities of any Restricted Subsidiary shall constitute Collateral with respect to the Senior Secured Notes only to the extent that the securing of the principal Notes with such Capital Stock and securities would not require such Guarantor to file separate financial statements with the SEC under Rule 3-16 of Regulation S-X under the Securities Act. In the event that Rule 3-16 of Regulation S-X under the Securities Act requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation that would require) the filing with the SEC of separate financial statements of any Restricted Subsidiary due to the fact that such Restricted Subsidiary’s Capital Stock and interest on securities secure the Notes when 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 same shall become due and payable“Excluded Stock Collateral”. In such event, 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 may be amended, modified or supplemented, without the consent of any Holder, to the extent necessary to release the security interests on the Excluded Stock Collateral. (2) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation that would permit) any Restricted Subsidiary’s Excluded Stock Collateral to secure the Notes in excess of the amount then pledged without the filing with the SEC of separate financial statements of such Guarantor, then the Capital Stock and securities of such Restricted Subsidiary shall automatically be deemed to be a part of the Collateral (but only to the extent possible without such Restricted Subsidiary becoming subject to any such filing requirement). In such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and securities. (b) The Trustee, the Collateral Agent and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Liens created under the Security Documents as agent for the benefit of the Holders, a first priority mortgage Lien on the Yonkers Property Trustee 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 in each case pursuant to the Trustee, for the benefit terms 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. (bc) The Additional Collateral only shall secure Indebtedness under the Notes in an amount equal Each Holder, by accepting Notes, and each other Secured Party, consents and agrees 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 terms of the extent Intercreditor Agreement, substantially in the form 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 Appendix E hereto, 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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the other Security Documents (including, without limitation, payment of including 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 provisions providing for foreclosure 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 Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a Note, by accepting a Note, agrees to all of the terms and provisions of the Security DocumentsCollateral), 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 (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 provisions of Security Documents, and shall 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 IndentureIndenture 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 Secured Parties.

Collateral and Security Documents. (a) To 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 become be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Issuer Company and the Guarantors to the Holders or the Trustee under this Indenture and the NotesSecurities, the Issuer, New Horizons holders of the Senior Secured Notes or the Note Trustee under the Note Indenture and the Senior Secured Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which (i) New Horizons has the Company, Acme Steel and Acme Packaging have granted to the Trustee, Collateral Agent for the benefit of the Holders, Secured Parties a first priority mortgage Lien on and security interest in the Yonkers Property Collateral. The Trustee and the Net Proceeds of Company hereby agree that the Disposition of Collateral Agent holds the Yonkers Property, (ii) subject to Section 12.1(b) below, the Issuer has granted to the Trustee, Collateral in trust 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 Secured Parties pursuant to the Trustee, for the benefit terms 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 Trustee is authorized and directed to enter into the Collateral only Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall secure Indebtedness under elect to grant additional Liens on assets that comprise Collateral, the Notes in an amount equal Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the sum of (A) $6.5 million (the "Differential Amount") plus (B) an amount (the "Assumed Unpaid Interest Amount") from time Collateral Agency Agreement and any other Security Documents as may be required to time equal give effect to the amount of interest (including interest on interest to grant and reflect 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 priority 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 Mortgageadditional Liens, 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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Net Proceeds (subjectSecurities, the Senior Secured Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the case event of Additional Collateral, any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized 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, a supplement to the Intercreditor Agreement 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 dischargecontemplated therein. Notwithstanding the foregoing, if (i) or (ii) above shall occur, then the Mortgagor shall have the option to request an assignment of such Leasehold Mortgage, without recourse, representation or warranty in lieu of the satisfaction of such Leasehold Mortgage as described above, and, at the Mortgagor's written request, the Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a NoteSecurityholder, by accepting a NoteSecurity, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and this Indenture."

Collateral and Security Documents. (a) To 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 become be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, 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 Guarantors to the Holders or the Trustee under this Indenture and the NotesSecurities, the Issuer, New Horizons holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which (i) New Horizons has the Company, Acme Steel and Acme Packaging have granted to the Trustee, Collateral Agent for the benefit of the Holders, Secured Parties a first priority mortgage Lien on and security interest in the Yonkers Property Collateral. The Trustee and the Net Proceeds of Company hereby agree that the Disposition of Collateral Agent holds the Yonkers Property, (ii) subject to Section 12.1(b) below, the Issuer has granted to the Trustee, Collateral in trust 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 Secured Parties pursuant to the Trustee, for the benefit terms 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 Trustee is authorized and directed to enter into the Collateral only Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall secure Indebtedness under elect to grant additional Liens on assets that comprise Collateral, the Notes in an amount equal Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the sum of (A) $6.5 million (the "Differential Amount") plus (B) an amount (the "Assumed Unpaid Interest Amount") from time Collateral Agency Agreement and any other Security Documents as may be required to time equal give effect to the amount of interest (including interest on interest to grant and reflect 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 priority 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 Mortgageadditional Liens, 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 Mortgagor shall be in compliance with all the terms, covenants and conditions applicable to it to be complied with under the Notes, the Indenture and the Security Documents (including, without limitation, payment amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Net Proceeds (subjectSecurities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the case event of Additional Collateral, any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized 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, a supplement to the Intercreditor Agreement 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 dischargecontemplated therein. Notwithstanding the foregoing, if (i) or (ii) above shall occur, then the Mortgagor shall have the option to request an assignment of such Leasehold Mortgage, without recourse, representation or warranty in lieu of the satisfaction of such Leasehold Mortgage as described above, and, at the Mortgagor's written request, the Leasehold Mortgage shall remain in full force and effect and the Mortgagee shall assign such Leasehold Mortgage, and the Mortgagee, at the Mortgagor's expense, will execute and deliver such reasonable or necessary instruments, if any, as the Mortgagor may request evidencing or confirming the assignment of such Leasehold Mortgage, and any such instrument, when duly executed by the Mortgagee and duly recorded in the place where such Leasehold Mortgage is recorded, shall conclusively evidence the assignment of such Leasehold Mortgage, and the release and discharge of the Mortgagor from its obligations thereunder. Notwithstanding the foregoing, any release of such Leasehold Mortgage in connection with a sale of the Mortgaged Property shall not include a release of the security interest of the Mortgagee in the proceeds of such sale and shall expressly reserve the Mortgagee's security interests in such proceeds unless and until such proceeds are actually received by the Mortgagee. (e) Each Holder of a NoteSecurityholder, by accepting a NoteSecurity, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of the Security Documents and this Indenture."