AND ANY STATUTORY
COMMITTEE APPOINTED IN THE CASES AND ALLOWED BY THE COURT, IN AN AGGREGATE
AMOUNT NOT EXCEEDING $5 MILLION (PLUS ALL UNPAID PROFESSIONAL FEES AND EXPENSES
ALLOWED BY THE BANKRUPTCY COURT THAT WERE INCURRED PRIOR TO THE GIVING OF NOTICE
BY THE ADMINISTRATIVE AGENT OF THE OCCURRENCE OF SUCH EVENT OF DEFAULT),
PROVIDED THAT (X) THE CARVE OUT SHALL NOT BE AVAILABLE TO PAY ANY SUCH
PROFESSIONAL FEES AND EXPENSES INCURRED IN CONNECTION WITH THE INITIATION OR
PROSECUTION OF ANY PROHIBITED CLAIMS OR THE INITIATION OR PROSECUTION OF ANY
CLAIMS, CAUSES OF ACTION, ADVERSARY PROCEEDINGS OR OTHER LITIGATION AGAINST THE
ADMINISTRATIVE AGENT, THE LENDERS, THE PREPETITION CREDIT FACILITY LENDERS OR
THE PREPETITION CREDIT FACILITY AGENT AND (Y) SO LONG AS AN EVENT OF DEFAULT
SHALL NOT HAVE OCCURRED AND BE CONTINUING, THE CARVE OUT SHALL NOT BE REDUCED BY
THE PAYMENT OF FEES AND EXPENSES ALLOWED BY BANKRUPTY COURT AND PAYABLE UNDER
SECTIONS 328, 330 AND 331 OF THE BANKRUPTCY CODE. NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, THE CARVE OUT SHALL NOT BE USED TO COMMENCE OR PROSECUTE
(BUT UP TO $50,000 MAY BE USED TO INVESTIGATE) ANY PROHIBITED CLAIM.
(B)
AS TO ALL COLLATERAL, INCLUDING WITHOUT LIMITATION, ALL CASH, CASH
EQUIVALENTS AND REAL PROPERTY THE TITLE TO WHICH IS HELD BY ANY LOAN PARTY, OR
THE POSSESSION OF WHICH IS HELD BY ANY LOAN PARTY IN THE FORM OF A LEASEHOLD
INTEREST, EACH LOAN PARTY HEREBY ASSIGNS AND CONVEYS AS SECURITY, GRANTS A
SECURITY INTEREST IN, HYPOTHECATES, MORTGAGES, PLEDGES AND SETS OVER UNTO THE
ADMINISTRATIVE AGENT ALL OF THE RIGHT, TITLE AND INTEREST OF THE BORROWER AND
SUCH GUARANTOR IN ALL OF SUCH COLLATERAL, INCLUDING WITHOUT LIMITATION, ALL
CASH, CASH EQUIVALENTS AND OWNED REAL PROPERTY AND IN ALL SUCH LEASEHOLD
INTERESTS, TOGETHER IN EACH CASE WITH ALL OF THE RIGHT, TITLE AND INTEREST OF
THE BORROWER AND SUCH GUARANTOR IN AND TO ALL BUILDINGS, IMPROVEMENTS, AND
FIXTURES RELATED THERETO, ANY LEASE OR SUBLEASE THEREOF, ALL GENERAL INTANGIBLES
RELATING THERETO (EXCEPT FOR ANY "INTENT TO USE" TRADEMARK APPLICATIONS FOR
WHICH A STATEMENT OF USE HAS NOT BEEN FILED AND ACCEPTED BY THE U.S. PATENT AND
TRADEMARK OFFICE, SOLELY TO THE EXTENT THAT THE GRANT OF A LIEN OR SECURITY
INTEREST IN SUCH APPLICATIONS WOULD RESULT IN CANCELLATION OR VOIDING OF SAME)
AND ALL PROCEEDS THEREOF.
THE BORROWER AND EACH GUARANTOR ACKNOWLEDGES THAT,
PURSUANT TO THE ORDERS, THE LIENS GRANTED IN FAVOR OF THE ADMINISTRATIVE AGENT
(ON BEHALF OF THE LENDERS) IN ALL OF THE COLLATERAL SHALL BE PERFECTED WITHOUT
THE RECORDATION OF ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENTS, NOTICES OF
LIEN OR OTHER INSTRUMENTS OF MORTGAGE OR ASSIGNMENT.
THE BORROWER AND EACH
GUARANTOR FURTHER AGREES THAT (A) THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHTS
AND REMEDIES SET FORTH IN SECTION 12 IN RESPECT OF THE COLLATERAL AND (B) IF
REQUESTED BY THE ADMINISTRATIVE AGENT, THE BORROWER AND EACH OF THE GUARANTORS
SHALL ENTER INTO SEPARATE SECURITY AGREEMENTS, PLEDGE AGREEMENTS AND FEE AND
LEASEHOLD MORTGAGES WITH RESPECT TO SUCH