of the Term
Collateral Agent under the Term Security Agreement and the General Intercreditor
Agreement:
(A) EACH GRANTOR, BY GRANTING A SECURITY INTEREST IN ITS RECEIVABLES CONSISTING
OF LETTER-OF-CREDIT RIGHTS TO THE COLLATERAL AGENT, INTENDS TO (AND HEREBY DOES)
ASSIGN TO THE COLLATERAL AGENT ITS RIGHTS (INCLUDING ITS CONTINGENT RIGHTS) TO
THE PROCEEDS OF ALL RELATED CONTRACTS CONSISTING OF LETTERS OF CREDIT OF WHICH
IT IS OR HEREAFTER BECOMES A BENEFICIARY OR ASSIGNEE.
(B) UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH GRANTOR WILL, PROMPTLY UPON
REQUEST BY THE COLLATERAL AGENT, (I) NOTIFY (AND SUCH GRANTOR HEREBY AUTHORIZES
THE COLLATERAL AGENT TO NOTIFY) THE ISSUER AND EACH NOMINATED PERSON WITH
RESPECT TO EACH OF THE RELATED CONTRACTS CONSISTING OF LETTERS OF CREDIT THAT
THE PROCEEDS THEREOF HAVE BEEN ASSIGNED TO THE COLLATERAL AGENT HEREUNDER AND
ANY PAYMENTS DUE OR TO BECOME DUE IN RESPECT THEREOF ARE TO BE MADE DIRECTLY TO
THE COLLATERAL AGENT OR ITS DESIGNEE AND (II) ARRANGE FOR THE COLLATERAL AGENT
TO BECOME THE TRANSFEREE BENEFICIARY OF LETTER OF CREDIT.
Section 14. Commercial Tort Claims.
Each Grantor will promptly give notice to
the Collateral Agent of any commercial tort claim in excess of $500,000 that may
arise after the date hereof and will immediately execute or otherwise
authenticate a supplement to this Agreement, and otherwise take all necessary
action, to subject such commercial tort claim to the second priority security
interest created under this Agreement.
Section 15. Transfers and Other Liens; Additional Shares.
(a)
Each Grantor
agrees that it will not (i) sell, assign or otherwise dispose of, or grant any
option with respect to,
20
any of the Collateral, other than sales, assignments and other dispositions of
Collateral, and options relating to Collateral, permitted under the terms of the
Loan Agreement, or (ii) create or suffer to exist any Lien upon or with respect
to any of the Collateral of such Grantor except for the pledge, assignment and
security interest created under this Agreement and Liens permitted under the
Loan Agreement.
(B) EACH GRANTOR AGREES THAT IT WILL (I) CAUSE EACH ISSUER OF THE PLEDGED EQUITY
PLEDGED BY SUCH GRANTOR NOT TO ISSUE ANY EQUITY INTERESTS OR OTHER SECURITIES IN
RESPECT OF OR IN SUBSTITUTION FOR THE PLEDGED EQUITY ISSUED BY SUCH ISSUER,
EXCEPT TO SUCH GRANTOR; PROVIDED THAT IN RESPECT OF ANY ISSUER NOT DIRECTLY OR
INDIRECTLY UNDER THE CONTROL OF A GRANTOR, SUCH GRANTOR WILL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH ISSUER TO ADHERE TO THE
REQUIREMENTS OF CLAUSE (I) ABOVE AND (II) PLEDGE HEREUNDER, IMMEDIATELY UPON ITS
ACQUISITION (DIRECTLY OR INDIRECTLY) THEREOF, ANY AND ALL ADDITIONAL EQUITY
INTERESTS OR OTHER SECURITIES.
Section 16. Collateral Agent Appointed Attorney in Fact.
Subject to the rights
of the Term Collateral Agent under the Term Security Agreement and the General
Intercreditor Agreement, each Grantor hereby irrevocably appoints the Collateral
Agent such Grantor's attorney in fact, with full authority in the place and
stead of such Grantor and in the name of such Grantor