defined in the Intercreditor
Agreement.
"Revolving Credit Agreement":
as defined in the recitals hereto.
"Revolving Credit Collateral Agent":
as defined in the recitals hereto.
4
"Secured Creditor Collateral Account":
as defined in subsection 5.2.
"Secured Creditors": as defined in the Intercreditor Agreement.
"Secured Parties":
as defined in the Guarantee and Collateral Agreement.
"Term Loan Administrative Agent":
as defined in the recitals hereto.
"Term Loan Collateral Agent":
as defined in the recitals hereto.
"Term Loan Lenders":
as defined in the recitals hereto.
"Term Loan Obligations":
as defined in the Intercreditor Agreement.
1.2
OTHER DEFINITIONAL PROVISIONS
(A)
THE WORDS "HEREOF", "HEREIN", "HERETO" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT, AND SECTION, SCHEDULE AND ANNEX REFERENCES ARE TO THIS AGREEMENT
UNLESS OTHERWISE SPECIFIED.
(B)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN
SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
(C)
ALL REFERENCES IN THIS AGREEMENT TO ANY OF
THE PROPERTY DESCRIBED IN THE DEFINITION OF THE TERM
"PLEDGED COLLATERAL" OR TO
ANY PROCEEDS THEREOF, SHALL BE DEEMED TO BE REFERENCES THERETO ONLY TO THE
EXTENT THE SAME CONSTITUTE PLEDGED COLLATERAL.
SECTION 2
[RESERVED]
SECTION 3
GRANT OF SECURITY INTEREST
3.1
PLEDGED COLLATERAL
The Pledgor hereby grants to the Revolving Credit Collateral Agent, for the
ratable benefit of the Secured Parties, a security interest in the Pledged Note,
any amounts on deposit in the Collateral Proceeds Account from time to time, and
any Proceeds of any of the foregoing, as collateral security for the prompt and
complete performance when due (whether at the stated maturity, by acceleration
or otherwise) of the Obligations of the Pledgor except as provided in (and
subject to the limitations of) subsection 3.2.
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3.2
LIMITATION ON GRANT; CERTAIN EXCEPTIONS
(A)
NOTWITHSTANDING ANY OTHER PROVISION HEREOF,
THE MAXIMUM AGGREGATE PRINCIPAL OR FACE AMOUNT OF OBLIGATIONS SECURED BY THE
PLEDGED COLLATERAL (1) SHALL NOT EXCEED THE MAXIMUM SECURED AMOUNT AND (2) WHEN
AGGREGATED WITH THE AGGREGATE PRINCIPAL OR FACE AMOUNT OF ALL TERM LOAN
OBLIGATIONS AND ALL ADDITIONAL OBLIGATIONS SECURED BY THE PLEDGED COLLATERAL,
SHALL BE LIMITED TO THE LESSER OF (A)(I) 10% OF CONSOLIDATED NET WORTH AS
DEFINED IN, AND DETERMINED AS OF THE DATE HEREOF IN ACCORDANCE WITH, THE
EXISTING NOTES INDENTURE, LESS (II) $10,000,000 AND (B) SUCH AMOUNT AS IS
PERMITTED UNDER SECTION 5.03(B) OF THE EXISTING NOTES INDENTURE TO BE SECURED
WITHOUT GIVING RISE TO A REQUIREMENT THAT THE EXISTING NOTES BE EQUALLY AND
RATABLY SECURED PURSUANT TO SECTION 5.03 OF THE EXISTING NOTES INDENTURE (THE
"MAXIMUM AGGREGATE SECURED AMOUNT"); PROVIDED THAT
(x)
if the Existing Indenture ceases to be in
full force and effect as a result of the satisfaction and discharge thereof in
accordance with its terms, then the principal or face amount of Obligations
secured by the Pledged Collateral hereunder shall be equal to the aggregate
principal or face amount of the Obligations outstanding,