the Intercreditor Agreement.
"Secured Parties":
as defined in the Guarantee and Collateral 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 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.
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 REVOLVING CREDIT 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
5
(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, and
(y)
if the Pledgor grants a Lien (other than any Lien arising pursuant
to or by reason of any Loan Document) to any Person on the Pledged Collateral
resulting in the Existing Notes being equally and ratably secured by the Pledged
Collateral pursuant to Section 5.03 of the Existing Notes Indenture, 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