EXTENT OF SUCH
OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR THE BORROWERS (IN THE
CASE OF ALL OTHER AMOUNTS);
(C)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 3.04 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 3.01, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS THEREAFTER; AND
(D)
SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE LAWS.
A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrowers to require such assignment and delegation
cease to apply.
10.15
COLLATERAL SECURITY.
(A)
THE OBLIGATIONS SHALL BE SECURED BY (A) A PERFECTED (EXCEPT IN
REAL PROPERTY AND MOTOR VEHICLES) FIRST-PRIORITY SECURITY INTEREST (SUBJECT TO
PERMITTED LIENS ENTITLED TO PRIORITY UNDER APPLICABLE LAW) IN ALL ASSETS OF EACH
BORROWER, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, PURSUANT TO THE TERMS OF THE
SECURITY AGREEMENT TO WHICH EACH BORROWER IS A PARTY; (B) A PLEDGE OF 100% OF
THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OF SUCH BORROWERS (OTHER THAN THE
PARENT) AND OF THE NON-BORROWER SUBSIDIARIES (OTHER THAN THE FOREIGN
SUBSIDIARIES AND NELS) TO THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS AND
THE AGENTS PURSUANT TO THE PLEDGE AGREEMENT; AND (C) A PLEDGE OF THE CAPITAL
STOCK OR OTHER EQUITY INTERESTS OF EACH FOREIGN SUBSIDIARY (PROVIDED THAT NOT
MORE THAN 65% OF THE TOTAL VOTING POWER OF ALL OUTSTANDING CAPITAL STOCK OR
OTHER EQUITY INTEREST OF ANY SUCH FIRST-TIER FOREIGN SUBSIDIARY OF A BORROWER
SHALL BE REQUIRED TO BE SO PLEDGED AND NO EQUITY INTERESTS OF ANY NON-FIRST-TIER
FOREIGN SUBSIDIARY SHALL BE PROVIDED TO BE SO PLEDGED); PROVIDED THAT THE
BORROWERS HEREBY AGREE, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT AND THE
REQUIRED LENDERS, TO DELIVER, AS PROMPTLY AS PRACTICABLE, BUT IN ANY EVENT
WITHIN SIXTY (60) DAYS AFTER REQUEST THEREFOR, OR SUCH OTHER LATER TIME, IF ANY,
TO WHICH THE ADMINISTRATIVE AGENT MAY AGREE, (I) CERTIFICATES OF TITLES FOR ALL
VEHICLES, TRUCKS, TRAILERS, TRACTORS, AUTOMOBILES AND ANY OTHER EQUIPMENT
COVERED BY CERTIFICATES OF TITLE OWNED BY A BORROWER (COLLECTIVELY, "MOTOR
VEHICLES") WITH THE ADMINISTRATIVE AGENT LISTED AS LIENHOLDER THEREIN AND, IF
REQUIRED BY THE ADMINISTRATIVE AGENT, THE BORROWERS SHALL HAVE RETAINED
CORPORATION SERVICE COMPANY (OR OTHER SIMILAR COMPANY SATISFACTORY TO THE
ADMINISTRATIVE AGENT) PURSUANT TO AGREEMENTS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT PURSUANT TO WHICH CORPORATION SERVICE COMPANY (OR SUCH
OTHER COMPANY) WILL AGREE TO ACT AS AGENT FOR THE LENDERS AND THE AGENTS WITH
RESPECT TO THE PERFECTION OF SECURITY INTERESTS IN THE MOTOR VEHICLES; AND
(II) MORTGAGES WITH RESPECT TO REAL PROPERTY AND TO TAKE SUCH OTHER STEPS AND
MAKE SUCH OTHER DELIVERIES AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT (INCLUDING, WITHOUT LIMITATION, THE DELIVERY OF LEGAL OPINIONS, CONSULTING
ENGINEER'S REPORTS, SURVEYS, LANDLORD CONSENTS AND TITLE INSURANCE) SO AS TO
PROVIDE THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS AND THE AGENTS,
A