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.
10
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 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 THE