TERMS, CONDITIONS
AND AGREEMENTS CONTAINED THEREIN (ALL SUCH OBLIGATIONS, LIABILITIES AND
INDEBTEDNESS UNDER THIS CLAUSE (II) BEING HEREIN COLLECTIVELY CALLED THE "OTHER
OBLIGATIONS");
(III)
THE FULL AND PROMPT PAYMENT WHEN DUE (WHETHER AT THE STATED
MATURITY, BY ACCELERATION OR OTHERWISE) OF ALL OBLIGATIONS, LIABILITIES AND
INDEBTEDNESS (INCLUDING, WITHOUT LIMITATION, INDEMNITIES, FEES AND INTEREST
THEREON (INCLUDING, WITHOUT LIMITATION, ALL INTEREST THAT ACCRUES AFTER THE
COMMENCEMENT OF ANY CASE, PROCEEDING OR OTHER ACTION RELATING TO THE BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR SIMILAR PROCEEDING OF ANY PLEDGOR AT THE RATE
PROVIDED FOR IN THE RESPECTIVE DOCUMENTATION, WHETHER OR NOT A CLAIM FOR
POST-PETITION INTEREST IS ALLOWED IN ANY SUCH PROCEEDING)) OF EACH PLEDGOR OWING
TO THE SECOND LIEN CREDITORS, WHETHER NOW EXISTING OR HEREAFTER INCURRED UNDER,
ARISING OUT OF, OR IN CONNECTION WITH THE SENIOR SECURED NOTES AND THE OTHER
SENIOR SECURED NOTE DOCUMENTS TO WHICH SUCH PLEDGOR IS A PARTY (INCLUDING ALL
SUCH OBLIGATIONS AND INDEBTEDNESS OF SUCH PLEDGOR UNDER ANY GUARANTY
CONSTITUTING A SENIOR SECURED NOTE DOCUMENT) AND THE DUE PERFORMANCE AND
COMPLIANCE BY SUCH PLEDGOR WITH ALL OF THE TERMS, CONDITIONS AND AGREEMENTS
CONTAINED IN THE SENIOR SECURED NOTES AND IN THE OTHER SENIOR SECURED NOTE
DOCUMENTS (ALL SUCH OBLIGATIONS, LIABILITIES AND INDEBTEDNESS UNDER THIS CLAUSE
(III) BEING HEREIN COLLECTIVELY CALLED THE "SECOND LIEN OBLIGATIONS");
(IV)
ANY AND ALL SUMS OWING AT ANY TIME TO PLEDGEE, INCLUDING WITHOUT
LIMITATION, ANY AND ALL SUMS ADVANCED BY THE PLEDGEE IN ORDER TO PRESERVE THE
COLLATERAL (AS HEREINAFTER DEFINED) AND/OR PRESERVE ITS SECURITY INTEREST IN THE
COLLATERAL;
(V)
IN THE EVENT OF ANY PROCEEDING FOR THE COLLECTION OR ENFORCEMENT
OF ANY INDEBTEDNESS, OBLIGATIONS OR LIABILITIES OF ANY PLEDGOR REFERRED TO IN
CLAUSES (I) THROUGH (IV) ABOVE, AFTER AN EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING, THE REASONABLE EXPENSES OF RETAKING, HOLDING, PREPARING FOR
SALE OR LEASE, SELLING OR OTHERWISE DISPOSING OF OR REALIZING ON THE COLLATERAL,
OR OF ANY EXERCISE BY THE PLEDGEE OF ITS RIGHTS HEREUNDER, TOGETHER WITH
REASONABLE ATTORNEYS' FEES AND COURT COSTS; AND
5
(VI)
ALL AMOUNTS PAID BY ANY INDEMNITEE TO WHICH SUCH INDEMNITEE HAS
THE RIGHT TO REIMBURSEMENT UNDER SECTION 11 OF THIS AGREEMENT,
all such obligations, liabilities, indebtedness, sums and expenses set forth in
clauses (i) through (vi) of this Section 1 being collectively called the
"Obligations", it being acknowledged and agreed that the "Obligations" shall
include extensions of credit of the types described above, whether outstanding
on the date of this Agreement or extended from time to time after the date of
this Agreement.
2.
DEFINITIONS; ANNEXES.
(A)
UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED TERMS USED HEREIN
AND DEFINED IN THE BANK CREDIT AGREEMENT SHALL BE USED HEREIN AS THEREIN
DEFINED. REFERENCE TO SINGULAR TERMS SHALL INCLUDE THE PLURAL AND VICE VERSA.
(b)
The following capitalized terms used herein shall have the
definitions specified below:
"Additional Senior Secured Noteholders" shall have the meaning provided in the
recitals to this Agreement.
"Additional Senior Secured Notes" shall have the meaning provided in the
recitals to this