AMOUNTS SHALL INCLUDE ANY PREMIUM
AND COSTS PAYABLE IN CONNECTION WITH THE PURCHASE OF DOLLARS.
Section 11.19
Collateral Trust Agreement Matters.
(a)
As required by,
among other provisions, Sections 1.1(dd), 1.1(ff)(y), 1.1(bbb)(i),
2.9(a)(iv) and 3.8 of the Collateral Trust Agreement, the Administrative Agent
hereby agrees as follows (and the Lenders hereby unconditionally and irrevocably
authorize and appoint the Administrative Agent to make the following agreements
and take the following actions):
(I)
FOR THE ENFORCEABLE BENEFIT OF ALL HOLDERS OF EACH OTHER EXISTING
AND FUTURE SERIES OF FIRST PRIORITY LIEN DEBT, EACH EXISTING AND FUTURE FIRST
PRIORITY DEBT REPRESENTATIVE AND THE COLLATERAL AGENT, (I) ALL FIRST PRIORITY
LIEN OBLIGATIONS WILL BE AND ARE SECURED EQUALLY AND RATABLY BY ALL LIENS AT ANY
TIME GRANTED BY BORROWER OR ANY OTHER OBLIGOR TO SECURE ANY OBLIGATIONS IN
RESPECT OF SUCH SERIES OF FIRST PRIORITY LIEN DEBT, WHETHER OR NOT UPON PROPERTY
OTHERWISE CONSTITUTING PLEDGED COLLATERAL, (II) ALL SUCH LIENS WILL BE
ENFORCEABLE BY THE COLLATERAL AGENT FOR THE BENEFIT OF ALL HOLDERS OF FIRST
PRIORITY LIEN OBLIGATIONS EQUALLY AND RATABLY, AND (III) THE ADMINISTRATIVE
AGENT IS BOUND BY THE PROVISIONS IN THE COLLATERAL TRUST AGREEMENT RELATING TO
THE ORDER OF APPLICATION OF PROCEEDS FROM ENFORCEMENT OF SUCH LIENS, AND CONSENT
TO AND DIRECT THE COLLATERAL AGENT TO PERFORM ITS OBLIGATIONS UNDER THE
COLLATERAL TRUST AGREEMENT;
(II)
FOR THE ENFORCEABLE BENEFIT OF ALL HOLDERS OF EACH EXISTING AND
FUTURE HOLDERS OF PERMITTED PRIOR LIENS AND THE COLLATERAL AGENT, TO BE BOUND BY
THE PROVISIONS OF THE COLLATERAL TRUST AGREEMENT;
(III)
TO VOTE WITH RESPECT TO THE INDEBTEDNESS IN CONNECTION WITH THIS
AGREEMENT AND THE ACCOUNT IN ACCORDANCE WITH THE COLLATERAL TRUST AGREEMENT,
INCLUDING ARTICLE IV OF THE COLLATERAL TRUST AGREEMENT;
(IV)
TO ACT AS THE EXCLUSIVE FIRST PRIORITY DEBT REPRESENTATIVE FOR
PURPOSES RELATED TO THE ADMINISTRATION OF SECURITY DOCUMENTS;
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(V)
TO EXECUTE AND DELIVER A COLLATERAL TRUST JOINDER PURSUANT TO THE
COLLATERAL TRUST AGREEMENT;
(VI)
TO PROVIDE A WRITTEN NOTICE PURSUANT TO SECTION 2.9(A)(IV) OF THE
COLLATERAL TRUST AGREEMENT SPECIFYING THE NAME AND ADDRESS OF THE FIRST PRIORITY
LIEN REPRESENTATIVE FOR PURPOSES OF SECTION 8.5 OF THE COLLATERAL TRUST
AGREEMENT; AND
(VII)
TO TAKE SUCH STEPS AND ACTIONS AS THE ADMINISTRATIVE AGENT IN ITS
SOLE DISCRETION SHALL DEEM NECESSARY OR ADVISABLE TO CAUSE THE ADMINISTRATIVE
AGENT TO (I) BECOME A PARTY TO, AND ENTITLED TO THE BENEFITS OF, THE COLLATERAL
TRUST AGREEMENT AND (II) TO BE THE EXCLUSIVE FIRST PRIORITY DEBT REPRESENTATIVE.
(B)
CAPITALIZED TERMS USED IN THIS SECTION 11.19 BUT NOT DEFINED IN
THIS AGREEMENT (OR THAT ARE DEFINED IN THIS AGREEMENT AND IN THE COLLATERAL
TRUST AGREEMENT) HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM IN THE COLLATERAL
TRUST AGREEMENT SOLELY FOR PURPOSES OF THIS SECTION 11.19.
Section 11.20
Limitation on Loans.
Pursuant to Section 4.4(a)(ii) of the
Collateral Trust Agreement, the aggregate principal of Loans at any one time
outstanding shall not exceed $40.0 million, less the aggregate amount of all Net
Proceeds of Asset Sales applied or required to