MAY BE NECESSARY OR
DESIRABLE OR THAT COLLATERAL AGENT MAY REASONABLY REQUEST IN ORDER TO
(I) PERFECT AND PROTECT THE SECURITY INTERESTS CREATED OR PURPORTED TO BE
CREATED
12
HEREBY, (II) ENABLE COLLATERAL AGENT TO EXERCISE AND ENFORCE ITS RIGHTS AND
REMEDIES HEREUNDER IN RESPECT OF THE PLEDGED COLLATERAL OR (III) OTHERWISE
EFFECT THE PURPOSES OF THIS AGREEMENT;
(K)
NOT MAKE OR CONSENT TO ANY AMENDMENT OR OTHER MODIFICATION OR
WAIVER WITH RESPECT TO ANY AGREEMENT CONCERNING THE PLEDGED COLLATERAL AS
PERMITTED BY THE INDENTURE DOCUMENTS AND THIS AGREEMENT; NOT TAKE ANY ACTION
THAT COULD, OR FAIL TO TAKE ANY ACTION WHICH FAILURE COULD, REASONABLY BE
EXPECTED TO RESULT IN ANY ONE OR MORE OF THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN SECTION 5 OF THIS AGREEMENT BEING INCORRECT OR INACCURATE IN ANY
MATERIAL RESPECT WHEN MADE;
(L)
IN THE CASE OF COMPANY, NOT HAVE OR PERMIT TO EXIST ANY
FIRST-TIER DOMESTIC SUBSIDIARY THAT IS NOT A PLEDGOR HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF COLLATERAL AGENT (PROVIDED, HOWEVER, IN THE CASE OF A
DOMESTIC SUBSIDIARY THAT IS DIRECTLY OR INDIRECTLY ACQUIRED OR FORMED BY COMPANY
AFTER THE ISSUE DATE, THIS COVENANT SHALL NOT BE BREACHED FOR A PERIOD OF FIVE
BUSINESS DAYS AFTER SUCH ACQUISITION OR FORMATION THEREOF, PROVIDED THAT WITHIN
SUCH PERIOD SUCH ACQUIRED OR FORMED DOMESTIC SUBSIDIARY SHALL BECOME AN
ADDITIONAL PLEDGOR IN ACCORDANCE WITH SECTION 18, AND SCHEDULE II SHALL BE
UPDATED TO REFLECT SUCH DOMESTIC SUBSIDIARY AS A PLEDGOR);
(M)
NOT TAKE ANY ACTION WHICH WOULD, OR FAIL TO TAKE ANY ACTION WHICH
FAILURE WOULD, IN ANY MANNER IMPAIR THE ENFORCEABILITY OF COLLATERAL AGENT'S
SECURITY INTEREST IN ANY PLEDGED COLLATERAL;
(N)
KEEP THE PLEDGED COLLATERAL IN GOOD ORDER AND REPAIR AND NOT USE
THE SAME IN VIOLATION OF LAW OR ANY POLICY OF INSURANCE THEREON;
(O)
PERMIT COLLATERAL AGENT, OR ITS DESIGNEE, TO INSPECT THE PLEDGED
COLLATERAL AT ANY REASONABLE TIME, WHEREVER LOCATED;
(P)
NOT, FROM AND AFTER JUNE 30, 2008, PERMIT THE VALUE OF ALL CASH
AND OTHER ASSETS MAINTAINED IN ALL DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
CONSTITUTING PLEDGED COLLATERAL, THAT ARE NOT SUBJECT TO EFFECTIVE ACCOUNT
CONTROL AGREEMENTS, TO EXCEED, IN THE AGGREGATE, $1,000,000;
(Q)
NOT GRANT CONTROL OVER ANY DEPOSIT ACCOUNT OR SECURITIES ACCOUNT
CONSTITUTING PLEDGED COLLATERAL TO ANY PERSON OTHER THAN COLLATERAL AGENT;
(R)
PROMPTLY NOTIFY COLLATERAL AGENT IN WRITING OF, AND UPDATE
SCHEDULE II SO AS TO LIST WITH SPECIFICITY, ALL COMMERCIAL TORT CLAIMS AT ANY
TIME HELD OR ACQUIRED BY SUCH PLEDGOR (EXCEPT FOR SUCH COMMERCIAL TORT CLAIMS IN
AMOUNTS AS DO NOT, IN THE AGGREGATE, EXCEED $1,000,000), IN EACH CASE INCLUDING
A SUMMARY DESCRIPTION OF SUCH CLAIM, AND GRANT TO COLLATERAL AGENT IN WRITING A
SECURITY INTEREST THEREIN AND IN THE PROCEEDS THEREOF, ALL UPON THE TERMS OF
THIS AGREEMENT, WITH SUCH WRITING TO BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO COLLATERAL AGENT;
(S)
[INTENTIONALLY OMITTED];
(T)
[INTENTIONALLY OMITTED];
13
(U)
[INTENTIONALLY OMITTED];
(V)
CONDUCT ALL TRANSACTIONS WITH ANY OF ITS AFFILIATES ON TERMS THAT