THE RESPECTIVE MEANINGS ASCRIBED THERETO IN THE
DEFINITIONS LIST ON EXHIBIT C ATTACHED HERETO AND IF NOT DEFINED THEREIN SHALL
HAVE THE MEANING SET FORTH IN THE MORTGAGE.
ANY REFERENCES TO DEFINED TERMS OR
PROVISIONS OF THE MORTGAGE INCORPORATED BY REFERENCE IN THE LOAN DOCUMENTS SHALL
SURVIVE THE REPAYMENT OF THE MORTGAGE LOAN AND TERMINATION OF THE MORTGAGE
UNLESS EXPRESSLY AGREED TO THE CONTRARY BY THE PARTIES HERETO.
ALL CITATIONS TO
THE MORTGAGE IN THIS AGREEMENT SHALL REFER TO THE MORTGAGE AS IT EXISTS AS OF
THE DATE OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT IN THE EVENT THE CITED
PROVISION IS AMENDED AND SUCH AMENDMENT IS APPROVED IN WRITING BY LENDER, THEN
SUCH CITATION SHALL BE TO THE AMENDED PROVISION.
ALL REFERENCES TO SECTIONS AND
SCHEDULES ARE TO SECTIONS AND SCHEDULES IN OR TO THIS AGREEMENT UNLESS OTHERWISE
SPECIFIED.
ARTICLE II.
REPRESENTATIONS, COVENANTS AND
WARRANTIES OF BORROWER
SECTION 2.01.
PLEDGE OF COLLATERAL.
(A)
AS SECURITY FOR THE DUE AND PUNCTUAL
PAYMENT AND PERFORMANCE OF ALL OF THE DEBT (WHETHER AT STATED MATURITY, BY
REQUIRED PREPAYMENT, DECLARATION, ACCELERATION, DEMAND OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, THE PAYMENT OF AMOUNTS THAT WOULD BECOME DUE BUT FOR THE
OPERATION OF THE AUTOMATIC STAY UNDER SECTION 362(A) OF THE BANKRUPTCY CODE, 11
U.S.C. §362(A), WHETHER ALLOWED OR ALLOWABLE AS CLAIMS), BORROWER HEREBY
(I) PLEDGES, TRANSFERS, HYPOTHECATES AND ASSIGNS TO LENDER THE COLLATERAL IN
WHICH BORROWER NOW OR HEREAFTER HAS RIGHTS, AND (II) GRANTS TO LENDER A
CONTINUING FIRST PRIORITY LIEN ON AND SECURITY INTEREST IN AND TO ALL OF THE
BORROWER'S RIGHTS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, IN THE COLLATERAL.
THE INCLUSION OF PROCEEDS IN THE DEFINITION OF "COLLATERAL" DOES NOT AUTHORIZE
BORROWER TO SELL, DISPOSE OF OR OTHERWISE USE THE COLLATERAL IN ANY MANNER NOT
SPECIFICALLY AUTHORIZED HEREBY.
LENDER IS HEREBY AUTHORIZED:
(I) TO TRANSFER
TO THE ACCOUNT OF LENDER OR ITS DESIGNEE ANY PLEDGED INTERESTS WHETHER IN THE
POSSESSION OF, OR REGISTERED IN THE NAME OF, THE DEPOSITORY TRUST COMPANY (THE
"DTC") OR OTHER CLEARING CORPORATION OR HELD OTHERWISE; (II) TO TRANSFER TO THE
ACCOUNT OF LENDER OR ITS DESIGNEE WITH ANY FEDERAL RESERVE BANK ANY PLEDGED
INTERESTS HELD IN BOOK ENTRY FORM WITH ANY SUCH FEDERAL RESERVE BANK; AND
(III) TO EXCHANGE CERTIFICATES REPRESENTING OR EVIDENCING THE PLEDGED INTERESTS
FOR CERTIFICATES OF SMALLER OR LARGER DENOMINATIONS.
TO THE EXTENT THAT THE
PLEDGED INTERESTS HAVE NOT ALREADY BEEN TRANSFERRED TO LENDER OR ITS DESIGNEE IN
A MANNER SUFFICIENT TO PERFECT LENDER'S SECURITY INTEREST THEREIN, BORROWER
SHALL PROMPTLY DELIVER OR CAUSE TO BE DELIVERED TO LENDER ALL CERTIFICATES OR
INSTRUMENTS EVIDENCING THE PLEDGED INTERESTS, TOGETHER WITH DULY EXECUTED
TRANSFER POWERS OR OTHER APPROPRIATE ENDORSEMENTS.
WITH RESPECT TO ANY
COLLATERAL IN THE POSSESSION OF OR REGISTERED IN THE NAME OF A CUSTODIAN BANK OR
NOMINEE THEREFOR, OR ANY COLLATERAL REPRESENTED BY ENTRIES ON THE BOOKS OF ANY
SECURITIES INTERMEDIARY, BORROWER AGREES TO CAUSE SUCH CUSTODIAN BANK OR NOMINEE
EITHER TO ENTER INTO AN AGREEMENT WITH LENDER SATISFACTORY TO LENDER IN FORM AND
CONTENT CONFIRMING