Common use of Collateral and Security Documents Clause in Contracts

Collateral and Security Documents. (a) In order to secure the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the Securities, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each Securityholder, by accepting a Security, 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) In order to secure The Issuer, the Guarantors, the Trustee and the Collateral Agent shall enter into one or more Security Documents. The due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations Obligations of the Company Issuer and the Guarantors to the Holders or the Trustee secured parties under this Indenture and the SecuritiesIndenture, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstancesNotes, the Permitted Additional Lenders under the documents governing the Permitted Replacement FinancingGuarantees, 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 Intercreditor Agreement and the Collateral AgentSecurity Documents, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted according to the Collateral Agent for terms hereunder or thereunder, shall be secured as provided in the benefit Security Documents, which define the terms of the Secured Parties a first priority Lien on and security interest in Liens that secure the Collateral. Obligations, subject to the terms of the Intercreditor Agreement. (b) The Trustee and the Company Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties secured parties pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreement. (bc) The Trustee is authorized Each Holder, by accepting a Note, consents and directed agrees to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into terms of the Security Documents. In Documents (including the event that pursuant to clause (vii)(b)provisions providing for the possession, (xuse, release and foreclosure of Collateral) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each Securityholder, by accepting a Security, 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 this Indenture and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to the provisions of enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. (d) The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.01, to assure and confirm to 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. (e) The Issuer shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the secured parties subject to no Liens other than Permitted Liens."

Collateral and Security Documents. (a) In order to secure the 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 Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturityStated 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 Securities and the performance of all other obligations Obligations of the Company and the Grantor Subsidiary Guarantors to the Holders Holders, the Trustee or the Trustee Collateral Agent under this Indenture and Indenture, the Securities, the holders Subsidiary Guarantees of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture Grantor Subsidiary Guarantors and the Senior Secured Discount Notes orSecurity Documents, under certain circumstancesaccording to the terms hereunder or thereunder, are secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, in each case subject to the terms of the Intercreditor Agreement. The Trustee, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee Company and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement Grantor Subsidiary Guarantors hereby acknowledge and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties Trustee and the Holders, in each case pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each SecurityholderHolder, by accepting a Security, consents and agrees to all of the terms and provisions of the Security DocumentsDocuments (including the provisions providing for foreclosure and release of Collateral) and the 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 and the 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 and this Indenturelimit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Company 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."

Collateral and Security Documents. (a) In order to secure the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Company Issuer and the Subsidiary Guarantors to under their respective Guarantees, the Holders or the Trustee under this Indenture Issuer and the Securities, the holders of the Senior Secured Discount Notes Subsidiary Guarantors have entered into 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 shall enter into the Collateral Agency Agreement Documents and the Collateral Agentgrant, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to in favor of the Collateral Agent for the benefit of the Holders of the Notes, the Secured Parties a first priority Lien Note Liens on and security interest in the Collateral. The Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties pursuant to accordance with the terms of the Security Collateral Documents. (b) . The rights and remedies of the Trustee is authorized and directed to enter into under the Collateral Agency Agreement Documents in respect of the Secured Note Liens and the Collateral Agent is authorized are subordinate and directed subject to enter into the Security Documentsrights and remedies of the holders of the First Liens in accordance with the terms of the Intercreditor Agreement. In the event that pursuant to clause (vii)(b), (x) or (xi) of a conflict between the definition terms of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee this Indenture and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to , the Intercreditor Agreement as contemplated therein. shall control. (a) Each SecurityholderHolder, by accepting a Securitysuch 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 ▇▇▇▇▇ ▇ ▇▇▇▇ 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. [This Section subject to change based on negotiations with any other first lien debt under a credit agreement or otherwise] (a) In order to secure the due and punctual payment of the principal of and interest on the SecuritiesNotes, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Company Issuer and the Guarantors have entered into and delivered to the Collateral Trustee the Security Agreement and the other Second Lien Security Documents, in each case, to which it is a party, to create the Liens on the Collateral securing their respective obligations under the Notes and the Note Guarantees. Pursuant to the provisions of the Intercreditor Agreement, the rights and remedies of the Collateral Trustee and the Holders or of the Trustee Notes in the Collateral shall be junior and subordinated to the holders of the First Lien Secured Debt Obligations under the First Lien Secured Debt Documents. In the event of a conflict between the terms of this Indenture and the SecuritiesIntercreditor Agreement or Second Lien Security Documents, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Intercreditor Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Second Lien Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties pursuant to the terms of the Security Documentsshall control. (b) The Trustee is authorized Issuer and directed the Guarantors shall comply with all covenants and agreements contained in the Second Lien Security Documents the failure to enter into comply with which would have a material and adverse effect on the Liens purported to be created thereby securing the Notes and the Note Guarantees. (c) Until the Notes are discharged in full or are otherwise no longer outstanding (whether pursuant to any Insolvency or Liquidation Proceeding or otherwise), all remedies and enforcement actions in respect of the Collateral Agency Agreement and any foreclosure actions in respect of any Liens on the Collateral, and all actions, undertakings or consents by 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) Trustee in respect of the definition Collateral shall be undertaken solely at the instruction of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise CollateralRequisite Secured Debtholders, including without limitation: (i) the Trustee exercise or forbearance from exercise of rights and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment remedies with respect to the Collateral Agency Agreement and enforcement of Liens securing the Secured Debt; (ii) the exercise or forbearance from exercise of rights and powers of a holder of capital stock included in the Collateral; (iii) the acceptance of Collateral in full or partial satisfaction of any Secured Debt; and (iv) the exercise and forbearance from exercise of all rights and remedies of a secured party under the UCC or any similar law of any applicable jurisdiction or equity; provided, however, that any actions constituting a release of all or substantially all of the Collateral shall require the consent of all holders of First Lien Secured Debt, including the Holders of the First Lien Notes, and all Holders of the Notes. (d) Until the Notes are discharged in full or are otherwise no longer outstanding, no Second Lien Secured Party (including any Holder of Notes) shall have any right to: (i) sue, ask or demand or join with any other Security Documents as may be required party to give effect cause the Issuer or any of its Guarantors to commence any Insolvency or Liquidation Proceeding that would hinder, delay, limit or prohibit the grant and reflect the priority lawful exercise or enforcement of any right or remedy otherwise available to any Secured Party in respect of the additional Liens, including, without limitation, amendments Liens granted to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, Trustee in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each Securityholder, by accepting a Security, 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 under the Security Documents for the benefit of first, the holders of First Lien Secured Debt Equally and this IndentureRatably and, thereafter, the Holders of the Notes equally and ratably; (ii) contest any lawful exercise by the Collateral Trustee, acting at the direction of, or as consented to by, the Requisite Secured Debtholders, of any remedy or foreclosure of the Liens on the Collateral; (iii) contest any other request for judicial relief made in any court by the Collateral Trustee at the direction of, or as consented to by, the Requisite Secured Debtholders, or (iv) oppose or otherwise contest any motion for relief from the automatic stay or for any injunction against foreclosure or enforcement of Liens granted to the Collateral Trustee in the Collateral under the Security Documents for the benefit of, first, holders of First Lien Secured Debt Equally and Ratably and, thereafter, the Holders of the Notes equally and ratably, in any Insolvency or Liquidation Proceeding. Notwithstanding the foregoing, subject to the restrictions set forth in Article 12 hereof, any Holder may take any actions and exercise any and all rights available to a holder of unsecured claims so long as not in contravention of the restrictions set forth above, including the commencement of an Insolvency or Liquidation Proceeding against the Issuer or any of our Guarantors as an unsecured creditor or any suit to enforce payment of principal, premium, if any, interest and Additional Interest, if any on the Notes or under any Note Guarantee."

Collateral and Security Documents. (a) In order to secure the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the Securities, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each Securityholder, by accepting a Security, 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) In order The Issuer and the Subsidiary Guarantors agree to secure the due full and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, the full 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 punctual performance of all other their obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the SecuritiesNotes by (i) a first priority pledge of shares of CME NV and CME BV (the “Pledged Shares”) and (ii) a first priority assignment of the Issuer’s rights under the Framework Agreement and the TV Nova Group Agreement (together with the Pledged Shares, the “Collateral”). The share pledges in respect of the Pledged Shares are referred to as the “Share Pledges” and, together with the assignment agreements evidencing the first priority assignment of rights under the Framework Agreement and the TV Nova Group Agreement, the “Security Documents”. Subject to the terms of the Security Documents and this Indenture, the Issuer is permitted to pledge the Collateral in connection with future Indebtedness of the Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of such Indebtedness. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. (b) Each 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 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 Senior Secured Discount Notes or Trustee on the Discount Note Trustee under the Discount Note terms contained in this Indenture and in the Senior Secured Discount Notes orSecurity Documents. (2) Each holder by accepting a Note shall be deemed to agree that the Security Trustee shall have only those duties, under certain circumstances, obligations and responsibilities and such rights and protections as expressly specified in this Indenture or in the Permitted Additional Lenders under Security Documents (and no others shall be implied). (d) The Security Trustee agrees that it will hold the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, security interests in the Collateral Agentcreated under any Security Document to which it is a party as contemplated by this Indenture and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Discount Note Trustee have simultaneously with holders of Notes, without limiting 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 Trustee’s rights to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit act in preservation of the Secured Parties a first priority Lien on and security interest in the Collateral. The Security Trustee and will take action or refrain from taking action in connection therewith only as directed by the Company hereby agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties pursuant to the terms of the Security DocumentsTrustee. (be) The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each Securityholderholder, by accepting a SecurityNote, 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) In order to secure the 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 and Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the Guarantees and performance of all other obligations Obligations of the Company Issuer and the Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture and the SecuritiesIndenture, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstancesNotes, the Permitted Additional Lenders under the documents governing the Permitted Replacement FinancingGuarantees, the Company, Acme Steel, Acme PackagingABL-Notes Intercreditor Agreement, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Pari Passu Intercreditor Agreement and the Collateral AgentSecurity Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement. The Trustee, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee Issuer and the Company Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured Parties pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into , the Collateral Agency ABL-Notes Intercreditor Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Pari Passu Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each SecurityholderHolder, by accepting a SecurityNote, consents and agrees to all of the terms and provisions of the Security DocumentsDocuments (including the provisions providing for the possession, use, release and foreclosure of Collateral), the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement as the same each may be in effect or may be amended from time to time in accordance with their terms and this Indenture, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the provisions Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Collateral and the second-priority lien in the ABL Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Collateral (as defined in the Security Documents)."

Collateral and Security Documents. (a) In order to secure From and after the consummation of the Acquisition and the execution of the Security Documents, the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by applicable law), if any, ) interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations Obligations of the Company and the Subsidiary Guarantors to the Holders or the Trustee under this Indenture and the SecuritiesHolders, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme PackagingTrustee, the Collateral AgentAgent or any Secured Party under this Indenture, the Trustee Notes, the Notes Guarantees and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral AgentSecurity Documents, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted according to the Collateral Agent for terms hereunder or thereunder, shall be secured as provided in the benefit Security Documents, which define the terms of the Secured Parties a first priority Lien on and security interest in Liens that secure the CollateralObligations, subject to the terms of the Intercreditor Agreement. The Trustee Trustee, each Holder and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties Parties, in each case pursuant to the terms of the Security Documents. (b) The Trustee is authorized Documents and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each Securityholder, by accepting a Security, 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 this Indenture and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to the provisions of enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Collateral Agent copies of all documents pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this IndentureSection 13.01, to assure and confirm to 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. The Company shall, and shall cause the Subsidiary Guarantors to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement, this Indenture and the Security Documents), in favor of the Collateral Agent for the benefit of the Secured Parties. The Company shall, and shall cause the Subsidiary Guarantors to, and each Subsidiary Guarantor shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by this Indenture and the Security Documents to maintain (at the sole cost and expense of the Company and the Subsidiary Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority required by the Security Documents, subject only to Permitted Liens, until such time as such Collateral is released pursuant to the terms of this Indenture and the Security Documents (provided that, in the case of any Collateral that is released because it constitutes Excluded Property, this provision shall continue to apply to such Collateral if and to the extent that such Collateral shall no longer constitute an Excluded Property). As provided in the Security Documents, the Liens securing the Notes and any future Permitted Additional Pari Passu Obligations shall be junior in priority to the First Priority Liens."

Collateral and Security Documents. (a) In order to secure the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and an 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 Company and the Guarantors to the Holders or the Trustee under this Indenture and the SecuritiesNotes, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture Company 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 Agent 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 (other than the Intercreditor Agreement), pursuant to which the Company, Acme Steel and Acme Packaging have Company has granted to the Collateral Agent for the benefit of the Secured Parties Trustee and the Holders a first second priority Lien on and security interest in the CollateralCollateral (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 pension plan of the Company, pursuant to the PBGC Documents, provided that upon the extinguishment of the Lien evidenced by the PBGC Documents, the security interest in the Collateral granted to the Collateral Agent for the benefit of the Trustee and the Holders shall become a first priority Lien. The Trustee Collateral Agent and the Company hereby agree that the Collateral Agent holds the Collateral as a secured party or mortgagee, as the case may be, in trust for the benefit of the Secured Parties Trustee, in its capacity as trustee, and for the ratable benefit of the Holders pursuant to the terms of the Security Documents. (b) . The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement. (b) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each SecurityholderHolder, by accepting a SecurityNote, 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) In order to secure From and after the Escrow Release Date, the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the payment and performance of all other obligations Notes Obligations of the Company Issuer and the Guarantors to the Holders or the Trustee under this Indenture and the Securities, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral AgentHolders, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into or the Collateral Agency Agent under this Indenture, the Notes, the Intercreditor Agreement and the Collateral AgentSecurity Documents, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted according to the Collateral Agent for terms hereunder or thereunder, shall be secured as provided in the benefit Security Documents, which define the terms of the Secured Parties a first priority Lien on Liens that secure the Notes and security interest in such other Indenture Obligations, subject to the Collateralterms of the Intercreditor Agreement. The Trustee and the Company Issuer hereby acknowledge and agree that from and after the Escrow Release Date the Collateral Agent holds will hold the Collateral in trust for the benefit of the Secured Parties Collateral Agent, the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Documents and the Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (bincluding the provisions providing for the possession, use, release and foreclosure of Collateral) The Trustee is authorized and directed the Intercreditor Agreement as the same may be in effect or may be amended from time to enter into time in accordance with their terms and this Indenture and the Collateral Agency Agreement Intercreditor Agreement, and authorizes and directs the Collateral Agent is authorized and directed to enter into the Security DocumentsDocuments and the Intercreditor Agreement on the Escrow Release Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event that pursuant to clause (vii)(b)It is hereby expressly acknowledged and agreed that, (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateralin doing so, the Trustee and the Collateral Agent are authorized not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Subject to the terms and directed to execute and provisions hereof, the Issuer shall deliver a supplement or amendment to the Collateral Agency Agreement Agent copies of all documents pursuant to the Security Documents, and any other Security Documents shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.01 to give effect to the grant assure and reflect the priority of the additional Liens, including, without limitation, amendments confirm to the Collateral Agency Agreement relating 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 application intent and purposes herein expressed. From and after the Escrow Release Date, the Issuer shall, and shall cause the Restricted Subsidiaries of Unapplied Cash Proceeds pro rata the Issuer to, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and to take any and all actions required to cause the Security Documents, in each case, to create and maintain, as security for the Notes Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the redemption terms of the SecuritiesIntercreditor Agreement and the Security Documents), in favor of the Senior Collateral Agent for the benefit of the Noteholder Secured Discount Notes and other Indebtedness ranking pari passu with respect theretoParties, and subject only to any other changes Permitted Liens. (b) Each Holder of the Notes, by its acceptance of the Notes, (i) consents to the Indenture effected by the First Supplemental Indenture. In addition, in the event subordination of any Permitted Bank Refinancing (as defined Liens provided for in the Intercreditor Agreement, (ii) agrees that it shall be bound by, and shall take no actions contrary to, the provisions of the Intercreditor Agreement and (iii) authorizes and instructs the Collateral Agent is authorized on behalf of each holder of Indenture Obligations to execute and deliver a supplement to enter into the Intercreditor Agreement as contemplated thereinCollateral Agent on behalf of such holders of Indenture Obligations. Each Securityholder, by accepting a Security, agrees The foregoing provisions of this Section 10.01(b) are intended as an inducement to all the holders of Indenture Obligations to acquire the Notes and such Holders of Notes are intended third party beneficiaries of such provisions and 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 IndentureIntercreditor Agreement."

Collateral and Security Documents. (a) In order to secure the The due and punctual payment of the principal of and interest on the Securities, Notes and the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the Note Guarantees and performance of all other obligations Obligations of the Company Issuer and the Guarantors to the Holders or the Trustee Securityholder Secured Parties under this Indenture and Indenture, the Securities, the holders Note Guarantees, the Intercreditor Agreements, and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Senior Secured Discount Notes or Liens that secure the Discount Note Trustee under Obligations, subject to the Discount Note Indenture terms of the Intercreditor Agreements. The Trustee, the Issuer 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 Guarantors hereby acknowledge and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Securityholder Secured Parties pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement Documents and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated thereinAgreements. Each SecurityholderHolder, by accepting a Security, consents and agrees to all of the terms and provisions of the Security DocumentsDocuments (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements 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 the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent to the provisions of enter into the Security Documents and the Intercreditor Agreements, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents or the Intercreditor Agreements, and shall do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.01, to assure and confirm to the Notes Collateral Agent the first-priority security interest in the Notes Priority Collateral and the second-priority lien in the ABL Priority Collateral contemplated hereby, by the Security Documents or Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents or the Intercreditor Agreements to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Securityholder Secured Parties under this Indenture, the Securities, the Note Guarantees, the Intercreditor Agreements and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Securityholder Secured Parties subject to no Liens other than Liens permitted pursuant to this Indenture."

Collateral and Security Documents. (a) In order to secure the The due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Company Issuers and the Guarantors to the Holders Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture and the SecuritiesIndenture, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstancesNotes, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme PackagingIntercreditor Agreement, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Trust Agreement and the Collateral AgentSecurity Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the obligations, subject to the terms of the Intercreditor Agreement and, with respect to the Trust Collateral, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the CollateralTrust Agreement. The Trustee and the Company Issuers hereby acknowledge and agree that the Notes Collateral Agent and the Collateral Trustee with respect to the Trust Collateral holds the Collateral in trust for the benefit of the Noteholder Secured Parties Parties, in each case pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into , the Collateral Agency Trust Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment with respect to the Collateral Agency Agreement Trust Collateral) and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each SecurityholderHolder, by accepting a SecurityNote, consents and agrees to all of the terms and provisions of the Security Documents, the Collateral Trust Agreement (with respect to the Trust Collateral)and the Intercreditor Agreement , in each case, including the provisions providing for the possession, use, release and foreclosure of Collateral, as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture, the Collateral Trust Agreement (with respect to the Trust Collateral) and the Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents, the Collateral Trust Agreement and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall deliver to the Notes Collateral Agent copies of all documents executed and delivered pursuant to the provisions Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 1401, to assure and confirm to the Notes 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. The Issuers shall, and shall cause the Subsidiaries of the Issuers to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations under this Indenture, the Notes and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Security Agreement Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties and on all of the Trust Collateral (subject to the terms of the Collateral Trust Agreement), in favor of the Collateral Trustee for the benefit of the Noteholder Secured Parties. The Trustee hereby authorizes and requires the Issuers to make, and to cause the Subsidiaries of the Issuers to, and each Subsidiary to make, all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and this Indentureexpense of the Issuers and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens."

Collateral and Security Documents. (a) In order to 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 Securitiesparties hereto, Holdings, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing Issuer and the performance of all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the Securities, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging Security Agent have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties pursuant to the terms of the may enter into additional Security Documents. (b) The Trustee is authorized relative priority among (a) the lenders and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b)counterparties under First Priority Lien Obligations, (xb) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment Holders under this Indenture with respect to the Security Interest in the Collateral Agency Agreement that is created by the Security Documents and secures obligations under the Securities, this Indenture and the Senior Note Guarantees, the Additional Securities and any other Security Documents as may be required to give effect to Senior Note Guarantees in respect of any Additional Securities and (c) the grant Trustee and reflect the priority Holders under the indenture governing the Senior Subordinated Securities is established by the terms of the Intercreditor agreement, any additional LiensIntercreditor Agreement, includingthis Indenture, without limitationany indenture governing the Additional Securities, amendments to the Collateral Agency Agreement indenture governing the Senior Subordinated Securities, the Security Documents, the security documents relating to the application of Unapplied Cash Proceeds pro rata to Senior Subordinated Securities and the redemption of Credit Agreement, which provide that the SecuritiesFirst Priority Lien Obligations are secured by a first priority interest in the Collateral, the Senior Secured Discount Notes obligations under the Securities and other Indebtedness ranking pari passu with respect theretoany Additional Securities are secured by a second-priority interest in the Collateral, and to any other changes to the Indenture effected obligations under the Senior Subordinated Securities are secured by the First Supplemental Indenture. In addition, a third-priority interest in the event of any Permitted Bank Refinancing Collateral. (as defined in c) The Trustee for the Intercreditor Agreement) the Collateral Agent is authorized to execute Securities has, and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each Securityholder, by accepting a Security, agrees each Holder thereof will be deemed to all of the terms have: (1) irrevocably appointed to act as its agent and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of trustee under the Security Documents and this Indenturethe other relevant documents to which it is a party; and (2) irrevocably authorized the Security Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, power and discretions; and (ii) execute each document expressed to be executed by the Security Agent on its behalf." (d) The Trustee shall become party to the Intercreditor Agreement and by accepting a Security, each Holder thereof shall be deemed to have irrevocably authorized the Trustee to perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement. (e) The Security Agent shall become party to the Intercreditor Agreement and by accepting a Security, each Holder thereof shall be deemed to have irrevocably authorized the Security Agent to perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement.

Collateral and Security Documents. (a) In order to secure the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the Securities, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which create the CompanySecond Priority Liens on the Collateral in accordance with the terms thereof, Acme Steel and Acme Packaging have granted subject to the Collateral Agent for Intercreditor Agreement. Pursuant to the benefit provisions of the Secured Parties a first priority Lien on Collateral Agreement, the Intercreditor Agreement, the other Security Documents and security interest in this Indenture, the Collateral. The rights and remedies of the Trustee and the Company hereby agree that Holders of the Securities in the Collateral Agent holds shall be subordinate and subject to the Collateral in trust for the benefit rights and remedies of the Secured Parties pursuant to holders of the First Priority Liens in accordance with the terms of the Collateral Agreement, the other Security Documents and the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the Security Documents, the Security Documents shall control. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) Each Holder of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each SecurityholderSecurity, by accepting a such Security, agrees to all of the terms and provisions of the Collateral Agreement, the other Security Documents and the Intercreditor Agreement. (c) The Company and the Guarantors shall not, and shall not cause or permit any of their Restricted Subsidiaries to, intentionally grant a Lien on any of their Collateral to the collateral agent und▇▇ ▇▇▇ ▇▇▇▇▇t Agreement and/or the security agreement and other documents and instruments entered into in connection therewith for the benefit of the lenders under the Credit Agreement unless a Second Priority Lien is created, subject to the Intercreditor Agreement, in favor of the Collateral Agent for the benefit of the Trustee (on behalf of the Trustee and the Holders of the Securities) with respect to such property or assets and with the same (in all material respects) priorities, consent rights and provisions regarding release of Collateral and other provisions set forth in the Security Documents as then in effect, subject to the Intercreditor Agreement. From and after the date of this Indenture, if the Company or any Guarantor creates any additional Lien upon any of its property to secure any Credit Agreement Obligations, other First Priority Claims or any Other Second Lien Obligations, it shall concurrently grant a Second Priority Lien (subject to Permitted Liens and First Priority Liens) upon such property as security for the Securities and execute any and all further Security Documents, financing statements, agreements and instruments, but subject to the Intercreditor Agreement, that grant the Collateral Agent a Second Priority Lien upon such property for its benefit and the benefit of the Trustee and Holders and take all such actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents) that may be required under any applicable law, or which the Collateral Agent or Trustee may reasonably request to create such Second Priority Lien, all at the expense of the Company and the Guarantors, including reasonable fees and expenses of counsel incurred by the Trustee and the Collateral Agent in connection therewith; provided that (i) the Company or such Guarantor shall not be required to grant or perfect, as the same case may be, a second priority Lien upon such property as security for the Securities if a second priority Lien in such property cannot be amended from time granted or perfected, as the case may be, under applicable law, (ii) such grant requires the consent of any third party, which consent the Company or such Guarantor is unable to time pursuant obtain using commercially reasonable efforts or (iii) to the provisions extent such property is Excluded Collateral. In addition, the Company and each Guarantor shall, with respect to each parcel of real property in the Security Documents and this Indenture."United States owned by the Company or any Guarantor that secures the Credit Agreement Obligations, other First Priority Claims or any Other Second Lien Obligations, use commercially reasonable efforts to deliver to the Collateral Agent, for the benefit of or addressed to the Trustee or the Collateral Agent, as applicable, the following:

Collateral and Security Documents. (a) In order to To secure the due and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations of the Company and the Subsidiary Guarantors to the Holders or the Trustee under this Indenture Indenture, the Securities and the Securities, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement FinancingSubsidiary Guarantees, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee Subsidiary Guarantors and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Second Priority Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging Agent have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit creation of the Secured Parties a first priority Lien on specified security interests and security interest in the Collateralrelated matters. The Trustee Trustee, the Company and the Company 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 Secured Parties Holders and the Trustee and the other parties entitled to the benefit of the security provided under the Security Documents pursuant to the terms of the Security DocumentsDocuments and any Intercreditor Agreements. Notwithstanding anything to the contrary in this Indenture, no security interest or Lien is granted by the terms of this Indenture, the Securities or the Subsidiary Guarantees. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each SecurityholderHolder, by accepting a Security, 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) In order to secure the The due and punctual payment of the principal of and premium and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the Guarantees and performance of all other obligations Obligations of the Company Issuer and the Guarantors to the Holders or the Trustee Noteholder Secured Parties under this Indenture and the SecuritiesIndenture, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstancesNotes, the Permitted Additional Lenders under the documents governing the Permitted Replacement FinancingGuarantees, 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 ABL-Notes Intercreditor Agreement and the Collateral AgentSecurity Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the ABL-Notes Intercreditor Agreement. The Trustee, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee Issuer and the Company Guarantors hereby acknowledge and agree that the Collateral Agent Trustee holds the Collateral in trust for the benefit of the Noteholder Secured Parties pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement Documents and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount ABL-Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each SecurityholderHolder, by accepting a SecurityNote, consents and agrees to all of the terms and provisions of the Security DocumentsDocuments (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the ABL-Notes Intercreditor Agreement as the same each may be in effect or may be amended from time to time pursuant in accordance with their terms and this Indenture and the ABL-Notes Intercreditor Agreement, and authorizes and directs the Collateral Trustee to the provisions of enter into the Security Documents and the ABL-Notes Intercreditor Agreement and to perform its obligations thereunder in accordance therewith. The Issuer shall deliver to the Collateral Trustee copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Collateral Trustee the first-priority security interest in the Notes Collateral and the second-priority lien in the ABL Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured thereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the ABL-Notes Intercreditor Agreement and the Security Documents), in favor of the Collateral Trustee for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the ABL-Notes Intercreditor Agreement. For the avoidance of doubt, the Trustee and Collateral Trustee shall not have a Lien on the Excluded Assets."

Collateral and Security Documents. (a) In order The Issuer and the Subsidiary Guarantors agree to secure the due full and punctual payment of the principal of and interest on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, the full 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 punctual performance of all other their obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the Securities, the holders Notes by (i) a fourth-ranking pledge of the Senior Secured Discount Notes or Pledged Shares, and (ii) a fourth-ranking assignment of the Discount Note Trustee Issuer’s rights under the Discount Note Indenture Framework Agreement. The share pledges in respect of the Pledged Shares and the Senior Secured Discount Notes or, under certain circumstances, assignment agreements evidencing the Permitted Additional Lenders fourth-ranking assignment of rights under the documents governing Framework Agreement, are referred to as the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral Agent, the Trustee and the Discount Note Trustee have simultaneously with the execution of this Indenture entered into the Collateral Agency Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other “Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties pursuant Documents.” Subject to the terms of the Security Documents. (b) The Trustee Documents and this Indenture, the Issuer is authorized and directed permitted to enter into pledge the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) in connection with future Indebtedness of the definition Issuer or its Restricted Subsidiaries incurred and secured in compliance with this Indenture and on terms consistent with the relative priority of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateralsuch Indebtedness, and the Trustee and the Security Trustee may enter into one or more additional or amended intercreditor agreements in connection with any such future pledge of the Collateral. The rights and obligations of the parties hereunder with respect to the Collateral Agent are subject to the provisions of the Intercreditor Agreement. So long as no Event of Default has occurred and is continuing, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is disposed of (whether by merger, amalgamation or consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by a lease)) to a Person that is not the Issuer or a Restricted Subsidiary of the Issuer in compliance with the terms of this Indenture (including Section 4.9 and Section 4.20) so long as (i) all other security interests in respect of such Subsidiary’s Capital Stock securing the Indebtedness of the Issuer or a Restricted Subsidiary are released and (ii) the proceeds from such sale or disposition are used for the purposes permitted or required by this Indenture. In addition, any share pledge will be released if the Subsidiary whose Capital Stock is pledged is redesignated as an Unrestricted Subsidiary in compliance with the terms and conditions of this Indenture. All of the Collateral shall be released upon the defeasance or discharge of the Notes in accordance with Sections 8.2, 8.3 or 8.5 of this Indenture. Each holder of Notes by accepting a Note shall be deemed to have authorized and directed each of the Trustee and the Security Trustee to execute the Intercreditor Agreement. Each holder of Notes by accepting a Note consents and deliver a supplement or amendment agrees to the Collateral Agency Agreement and any other terms of the Security Documents as may be required to give effect to and the grant and reflect the priority of the additional Liens, Intercreditor Agreement (including, without limitation, amendments to the Collateral Agency Agreement relating to the application provisions providing for foreclosure and release of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor AgreementCollateral) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each Securityholder, by accepting a Security, 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) 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 Securities of each series when and as the same shall be due and payable, whether on an Interest Payment Date, at maturityMaturity Date, 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 Securities of each series and the performance of all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the SecuritiesSecurities of each series (the "Company Obligations"), the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture Company 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 Company Security 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 certain Mortgage pursuant to which the Company, Acme Steel and Acme Packaging have Company has granted to the Trustee, in its capacity as Collateral Agent Agent, for the benefit of the Secured Parties Holders of Securities of each series, a first priority Lien on and security interest in the CollateralCollateral described therein, subject to the exceptions permitted by Section 6.10. Each Subsidiary of the Company on the date of the Indenture, by executing this Indenture, shall Guarantee the Company Obligations. The Trustee Company shall cause each Person which becomes a Recourse Subsidiary of the Company after the date of this Indenture to become a party to this Indenture as a Subsidiary Guarantor on the date such Person becomes a Recourse Subsidiary. On the date of this Indenture, each Subsidiary of the Company which holds real property constituting part of the Mortgaged Facility or which owns any Integral Fixtures and Equipment shall enter into a Subsidiary Security Agreement and a Mortgage to secure its obligations under its Subsidiary Guarantee, pursuant to which such Subsidiary has granted to the Trustee, in its capacity as Collateral Agent, for the benefit of the Holders of Securities of each series a first priority Lien on and security interest in the Collateral described in such Subsidiary Security Agreement and Mortgage, subject to the exceptions permitted by Section 6.10. Subsequent to the date of this Indenture, the Company and its Subsidiaries (with the 105 exception of Non-Recourse Subsidiaries) shall execute, as soon as practicable, any further security agreements (substantially in the form of the Company Security Agreement or the Subsidiary Security Agreement, as the case may be), mortgages, or other agreements necessary and take such other actions as necessary to create and maintain an effective security interest in the Mortgaged Facility, all Integral Fixtures and Equipment and all proceeds and products of any and all of the foregoing. The Trustee, the Company and the Company Subsidiary Guarantors hereby agree that the Collateral Agent Trustee holds the Collateral in trust for the benefit of the Secured Parties Holders of Securities of each series pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed by the Holders of Securities of each series to enter into and comply with the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) provisions of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) . 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 Agent that the Collateral was not sold or otherwise disposed of in a commercially reasonable manner. The Trustee is authorized to execute and deliver a supplement the documents referred to in Section 2(c) of the Intercreditor Agreement as contemplated therein. upon receipt of such documents and an Officer's Certificate and an Opinion of Counsel, each to the effect that such documents comply with the requirements of the Intercreditor Agreement and the conditions contained herein with respect to the execution of such documents have been complied with and that such documents do not release property subject to the Lien of this Indenture or the Security Documents in contravention of the provisions of this Indenture or such Security Documents. (c) Each SecurityholderHolder, by accepting a Security, 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) In order 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 Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing when and as the same shall be due and payable, whether on an Interest Payment 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)including additional interest, if any, ) on the Securities, the Senior Secured Discount Notes and, under certain circumstances, Permitted Replacement Financing and the performance of all other obligations Guaranteed Obligations of the Company Issuers and the Guarantors to the Holders or the Trustee under this Indenture and the Securities, the holders of the Senior Secured Discount Notes or the Discount Note Trustee under the Discount Note Indenture and the Senior Secured Discount Notes or, under certain circumstances, the Permitted Additional Lenders under the documents governing the Permitted Replacement Financing, the Company, Acme Steel, Acme Packaging, the Collateral AgentHolders, the Trustee or the Collateral Agent under this Indenture, the Notes and the Discount Note Trustee have simultaneously with Security Documents, according to the execution terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of this Indenture entered into the Collateral Agency Liens that secure the Guaranteed Obligations, subject to the terms of the New Intercreditor Agreement and the Collateral Agent, the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are a party pursuant to which the Company, Acme Steel and Acme Packaging have granted to the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the CollateralExisting Intercreditor Agreement. The Trustee and the Company Issuers hereby acknowledge and agree that the Trustee or the Collateral Agent Agent, as the case may be, holds the Collateral in trust for the benefit of the Secured Parties Trustee and the Holders, in each case pursuant to the terms of the Security Documents. (b) The Trustee is authorized and directed to enter into , the Collateral Agency New Intercreditor Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Existing Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each SecurityholderHolder, by accepting a SecurityNote, 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) In order to secure the 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 Securities when and as the same shall be due and payable, whether on an Interest Payment Date, at maturityStated Maturity, or 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 Securities and the performance of all other obligations Guaranteed Obligations of the Company Issuer and the Guarantors to the Holders Holders, the Trustee or the Trustee Collateral Agent under this Indenture and Indenture, the Securities, the holders Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Senior Secured Discount Notes or Liens that secure the Discount Note Guaranteed Obligations, subject to the terms of the Intercreditor Agreements. The 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, Issuer hereby acknowledge and agree that the Collateral Agent, Agent holds the Notes Collateral in trust for the benefit of the Trustee and the Discount Note Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements. Each Holder, by accepting a Security, appoints U.S. Bank National Association as Collateral Agent and consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Trustee have simultaneously with to enter into the execution Security Documents and the Intercreditor Agreements and to bind the Holders to the terms thereof and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture entered into and of the Collateral Agency Agreement Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, and shall cause the Collateral AgentGuarantors to take, any and all actions reasonably required to cause the Company, Acme Steel and/or Acme Packaging have entered into the other Security Documents to which they are create and maintain at all times, as security for the Obligations of the Issuer and the Guarantors hereunder, a party pursuant valid and enforceable perfected Lien on all of the Notes Collateral (subject to which the Companyterms of the Security Documents and the Intercreditor Agreements), Acme Steel and Acme Packaging have granted to in favor of the Collateral Agent for the benefit of the Secured Parties a first priority Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties pursuant to the terms of Holders under the Security Documents. (b) The Trustee is authorized and directed to enter into the Collateral Agency Agreement and the Collateral Agent is authorized and directed to enter into the Security Documents. In the event that pursuant to clause (vii)(b), (x) or (xi) of the definition of "Permitted Liens" the Company shall elect to grant additional Liens on assets that comprise Collateral, the Trustee and the Collateral Agent are authorized and directed to execute and deliver a supplement or amendment to the Collateral Agency Agreement and any other Security Documents as may be required to give effect to the grant and reflect the priority of the additional Liens, including, without limitation, amendments to the Collateral Agency Agreement relating to the application of Unapplied Cash Proceeds pro rata to the redemption of the Securities, the Senior Secured Discount Notes and other Indebtedness ranking pari passu with respect thereto, and to any other changes to the Indenture effected by the First Supplemental Indenture. In addition, in the event of any Permitted Bank Refinancing (as defined in the Intercreditor Agreement) the Collateral Agent is authorized to execute and deliver a supplement to the Intercreditor Agreement as contemplated therein. Each Securityholder, by accepting a Security, 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."