THE GRANTOR AND THE TRUSTEE THAT FOR SO LONG AS THE
PLEDGED SECURITIES INTERMEDIARY HOLDS ASSETS IN THE PLEDGE ACCOUNT, THE PLEDGED
SECURITIES INTERMEDIARY WILL, AS SOON AS REASONABLY PRACTICABLE, CERTIFY IN
WRITING THE AGGREGATE DOLLAR VALUE OF THE ASSETS HELD IN SUCH PLEDGE ACCOUNT ON
A MONTHLY BASIS, AS OF THE GRANTOR'S FISCAL MONTH END OR AT SUCH OTHER TIME AS
THE PARTIES MAY MUTUALLY AGREE.
THE GRANTOR WILL PROVIDE THE PLEDGED SECURITIES
INTERMEDIARY WITH A SCHEDULE OF ITS FISCAL MONTHS AS SOON AS SUCH SCHEDULE
BECOMES REASONABLY AVAILABLE.
SECTION 9.
COVENANTS.
THE GRANTOR COVENANTS AND AGREES WITH THE TRUSTEE AND
THE HOLDERS OF THE NOTES THAT FROM AND AFTER THE DATE OF THIS AGREEMENT UNTIL
THE EARLIER OF (X) PAYMENT IN FULL IN CASH OF EACH OF THE FIRST SIX SCHEDULED
INTEREST PAYMENTS DUE ON THE NOTES UNDER THE TERMS OF THE INDENTURE OR (Y)
PAYMENT IN FULL IN CASH OF ALL SECURED OBLIGATIONS DUE AND OWING UNDER THE
INDENTURE AND THE NOTES IN THE EVENT SUCH SECURED OBLIGATIONS BECOME DUE AND
PAYABLE PRIOR TO THE PAYMENT IN FULL OF THE FIRST SIX SCHEDULED INTEREST
PAYMENTS ON THE NOTES:
(A)
IT WILL NOT (AND WILL NOT PURPORT TO) SELL
OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION, RIGHT OR WARRANT WITH RESPECT TO,
ANY OF THE COLLATERAL OR ITS BENEFICIAL INTEREST THEREIN, AND IT WILL NOT CREATE
OR PERMIT TO EXIST ANY LIEN OR OTHER ADVERSE INTEREST IN OR WITH RESPECT TO ITS
BENEFICIAL INTEREST IN ANY OF THE COLLATERAL (EXCEPT FOR THE SECURITY INTERESTS
GRANTED UNDER THIS AGREEMENT AND ANY LIEN ARISING UNDER THE INDENTURE IN FAVOR
OF THE TRUSTEE);
(B)
IT WILL NOT (I) ENTER INTO ANY AGREEMENT OR
UNDERSTANDING THAT RESTRICTS OR INHIBITS OR PURPORTS TO RESTRICT OR INHIBIT THE
TRUSTEE'S RIGHTS OR REMEDIES HEREUNDER, INCLUDING WITHOUT
10
LIMITATION THE TRUSTEE'S RIGHT TO SELL OR OTHERWISE DISPOSE OF THE COLLATERAL,
OR (II) FAIL TO PAY OR DISCHARGE WHEN DUE ANY TAX, ASSESSMENT OR LEVY OF ANY
NATURE WITH RESPECT TO ITS BENEFICIAL INTEREST IN THE COLLATERAL NOT LATER THAN
FIVE DAYS PRIOR TO THE DATE OF ANY PROPOSED SALE UNDER ANY JUDGMENT, WRIT OR
WARRANT OF ATTACHMENT WITH RESPECT TO SUCH BENEFICIAL INTEREST; AND
(C)
IT WILL NOT, WITHOUT PROVIDING AT LEAST
FIVE DAYS PRIOR WRITTEN NOTICE TO THE TRUSTEE, CHANGE ITS NAME, ITS PLACE OF
BUSINESS OR, IF MORE THAN ONE, CHIEF EXECUTIVE OFFICE, OR ITS MAILING ADDRESS OR
ORGANIZATIONAL IDENTIFICATION NUMBER AND WILL NOT CHANGE ITS TYPE OF
ORGANIZATION, JURISDICTION OF ORGANIZATION OR OTHER LEGAL STRUCTURE.
SECTION 10.
POWER OF ATTORNEY.
IN ADDITION TO ALL OF THE POWERS GRANTED TO THE
TRUSTEE PURSUANT TO THE INDENTURE, THE GRANTOR HEREBY APPOINTS AND CONSTITUTES
THE TRUSTEE AS THE GRANTOR'S ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION),
WITH FULL AUTHORITY IN THE PLACE AND STEAD OF THE GRANTOR AND IN THE NAME OF THE
GRANTOR OR OTHERWISE, FROM TIME TO TIME IN THE TRUSTEE'S REASONABLE DISCRETION
TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT THAT