SUCH
ASSIGNOR CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR IN RESPECT
OF THE COLLATERAL PLEDGED BY IT HEREUNDER OR MADE IN CONNECTION HEREWITH OR
THEREWITH.
THE OBLIGATIONS OF EACH ASSIGNOR CONTAINED IN THIS PARAGRAPH SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE DISCHARGE OF SUCH ASSIGNOR'S
OTHER OBLIGATIONS HEREUNDER.
(D)
THE SECURITY INTERESTS OF THE COLLATERAL AGENT UNDER THIS
AGREEMENT EXTEND TO ALL COLLATERAL OF THE KIND WHICH IS THE SUBJECT OF THIS
AGREEMENT WHICH ANY ASSIGNOR MAY ACQUIRE AT ANY TIME DURING THE CONTINUATION OF
THIS AGREEMENT.
SECTION 1.2.
ACKNOWLEDGEMENT OF SUBORDINATED LIEN POSITION.
IT IS
ACKNOWLEDGED AND AGREED THAT, AS BETWEEN THE HOLDERS OF THE REVOLVING CREDIT
AGREEMENT OBLIGATIONS AND THE OBLIGATIONS, THE LIENS GRANTED HEREBY AND BY THE
OTHER SECURITY DOCUMENTS ON THE COLLATERAL REFERENCED ON ANNEX I TO THE
INTERCREDITOR AGREEMENT (THE "REVOLVING CREDIT AGREEMENT FIRST LIEN COLLATERAL")
ARE INTENDED TO BE JUNIOR AND SUBJECT IN ALL RESPECTS TO THE LIENS ON THE
REVOLVING CREDIT AGREEMENT FIRST LIEN COLLATERAL CREATED PURSUANT TO THE
SECURITY DOCUMENTS (AS DEFINED IN THE REVOLVING CREDIT AGREEMENT).
EACH OF THE
SECURED PARTIES AGREES THAT ALL THE RIGHTS HEREUNDER ARE SUBJECT TO THE TERMS OF
THE SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT, A COPY OF WHICH IS
ATTACHED AS EXHIBIT 1.2 HERETO (AS AMENDED, MODIFIED, SUPPLEMENTED, REPLACED OR
RESTATED, THE "INTERCREDITOR AGREEMENT").
SECTION 1.3.
POWER OF ATTORNEY.
EACH ASSIGNOR HEREBY CONSTITUTES AND
APPOINTS THE COLLATERAL AGENT ITS TRUE AND LAWFUL ATTORNEY, IRREVOCABLY, WITH
FULL POWER AFTER THE OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT (IN THE NAME OF SUCH ASSIGNOR OR OTHERWISE), IN THE COLLATERAL AGENT'S
DISCRETION, TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH THE
COLLATERAL AGENT MAY REASONABLY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE
PURPOSES OF THIS AGREEMENT, WHICH APPOINTMENT AS ATTORNEY IS COUPLED WITH AN
INTEREST.
ARTICLE II
GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 2.1.
GENERAL REPRESENTATIONS AND WARRANTIES.
IN ADDITION TO
AND NOT IN LIMITATION OF ANY OF THE REPRESENTATIONS AND WARRANTIES OF ANY
ASSIGNOR MADE TO THE COLLATERAL AGENT OR ANY SECURED PARTY, EACH ASSIGNOR
REPRESENTS, WARRANTS AND COVENANTS, WHICH
4
REPRESENTATIONS, WARRANTIES AND COVENANTS SHALL SURVIVE EXECUTION AND DELIVERY
OF THIS AGREEMENT, AS FOLLOWS:
(A)
SUCH ASSIGNOR HAS GOOD AND MARKETABLE TITLE IN FEE SIMPLE TO, OR A
VALID LEASEHOLD INTEREST IN, OR A VALID CONTRACTUAL AGREEMENT TO USE, ALL ITS
MATERIAL REAL PROPERTY, AND GOOD TITLE TO, OR A VALID LEASEHOLD INTEREST IN, OR
A VALID CONTRACTUAL AGREEMENT TO USE, ALL ITS OTHER MATERIAL PROPERTY, AND NONE
OF SUCH PROPERTY IS SUBJECT TO ANY LIEN EXCEPT FOR PERMITTED LIENS;
(B)
THIS AGREEMENT (TOGETHER, WITH RESPECT TO THE SHARES OF CAPITAL
STOCK OF FOREIGN SUBSIDIARIES, SUCH OTHER NECESSARY OR ADVISABLE PLEDGE
AGREEMENTS OR OTHER SECURITY AGREEMENTS OR INSTRUMENTS PROPERLY EXECUTED,
DELIVERED, RECORDED AND REGISTERED BY THE HOLDER OF SUCH SHARES UNDER ALL
APPLICABLE FOREIGN LAWS) CREATES SECURITY INTERESTS WHICH ARE ENFORCEABLE
AGAINST SUCH ASSIGNOR IN ALL COLLATERAL NOW OWNED AND HEREAFTER ACQUIRED BY SUCH