GRANTOR'S OBLIGATIONS, ENFORCEABLE IN ACCORDANCE
WITH THE TERMS HEREOF AGAINST ALL CREDITORS OF EACH GRANTOR AND ANY PERSONS
PURPORTING TO PURCHASE ANY COLLATERAL FROM EACH GRANTOR AND (B) ARE PRIOR TO ALL
OTHER LIENS ON THE COLLATERAL IN EXISTENCE ON THE DATE HEREOF EXCEPT FOR
PERMITTED LIENS FOR WHICH PRIORITY IS ACCORDED UNDER APPLICABLE LAW.
THE
ACTIONS SPECIFIED IN CLAUSE (A) CONSTITUTE ALL OF THE ACTIONS NECESSARY TO
PERFECT ALL SECURITY INTERESTS GRANTED HEREUNDER.
5
4.3
PLEDGED NOTES.
(A)
EACH OF THE PLEDGED NOTES CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF THE OBLIGOR WITH RESPECT THERETO, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS (SUBJECT TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR
AFFECTING CREDITORS' RIGHTS GENERALLY, GENERAL EQUITABLE PRINCIPLES (WHETHER
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND AN IMPLIED COVENANT OF GOOD
FAITH AND FAIR DEALING).
(B)
SCHEDULE 1, AS SUPPLEMENTED FROM TIME TO TIME BY THE GRANTORS,
EACH OF WHICH SUPPLEMENTS SHALL OPERATE AS AN AMENDMENT TO THIS AGREEMENT WHEN
PROVIDED TO THE ADMINISTRATIVE AGENT, LISTS ALL OF THE PLEDGED NOTES OWNED BY
EACH GRANTOR.
EACH GRANTOR IS THE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD
AND MARKETABLE TITLE TO, THE PLEDGED NOTES PLEDGED BY IT HEREUNDER, FREE OF ANY
AND ALL LIENS OR OPTIONS IN FAVOR OF, OR CLAIMS OF, ANY OTHER PERSON.
SECTION 5
COVENANTS.
Each Grantor covenants and agrees with the Administrative Agent and the Lenders
that, from and after the date of this Agreement until the Secured Obligations
shall have been Paid in Full:
5.1
SUCH GRANTOR SHALL MAINTAIN THE SECURITY INTEREST CREATED BY THIS
AGREEMENT AS A PERFECTED SECURITY INTEREST HAVING THE PRIORITY DESCRIBED IN
SECTION 4.2 AND SHALL DEFEND SUCH SECURITY INTEREST AGAINST THE CLAIMS AND
DEMANDS OF ALL PERSONS WHOMSOEVER.
5.2
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE
ADMINISTRATIVE AGENT, AND AT THE SOLE EXPENSE OF SUCH GRANTOR, SUCH GRANTOR WILL
PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE RECORDED, SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL
BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED.
SECTION 6
REMEDIAL PROVISIONS.
6.1
PLEDGED NOTES.
(A)
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
AND THE ADMINISTRATIVE AGENT SHALL HAVE GIVEN NOTICE TO THE RELEVANT GRANTOR OF
THE ADMINISTRATIVE AGENT'S INTENT TO EXERCISE ITS CORRESPONDING RIGHTS PURSUANT
TO SECTION 6.1(B), EACH GRANTOR SHALL BE PERMITTED TO RECEIVE ALL PAYMENTS MADE
IN RESPECT OF THE PLEDGED NOTES.
(B)
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING AND THE
ADMINISTRATIVE AGENT SHALL GIVE NOTICE OF ITS INTENT TO EXERCISE SUCH RIGHTS TO
THE RELEVANT GRANTOR OR GRANTORS, (I) THE ADMINISTRATIVE AGENT SHALL HAVE THE
RIGHT TO RECEIVE ANY AND ALL DISTRIBUTIONS, PAYMENTS OR OTHER PROCEEDS PAID IN
RESPECT OF THE PLEDGED NOTES AND MAKE APPLICATION THEREOF TO THE