of Loans
and the issuance of, and participation in, Letters of Credit as contemplated
therein (as used herein, the term "Credit Agreement" means the Credit Agreement
described above in this paragraph, as in effect on the date hereof and as
amended by that certain Second Amendment and Restatement Agreement dated as of
the date hereof, as the same may be amended, modified, extended, renewed,
replaced, restated or supplemented from time to time, and including any
agreement extending the maturity of or restructuring of all or any portion of
the Indebtedness under such agreement or any successor agreements);
WHEREAS, Borrower may at any time and from time to time enter into, or
guarantee, one or more Interest Rate Protection or Other Hedging Agreements with
one or more Other Creditors;
WHEREAS, it is a condition precedent to each of the above-described extensions
of credit that Borrower shall have executed and delivered this Agreement; and
WHEREAS, Borrower desires to enter into this Agreement in order to satisfy the
condition described in the preceding paragraph;
NOW, THEREFORE, in consideration of the extensions of credit to be made to
Borrower and other benefits accruing to Borrower, the receipt and sufficiency of
which are hereby acknowledged, Borrower hereby makes the following
representations and warranties to the Administrative Agent for the benefit of
the Secured Creditors and hereby covenants and agrees with the Administrative
Agent for the benefit of the Secured Creditors as follows:
ARTICLE I
SECURITY INTERESTS
1.1
GRANT OF SECURITY INTERESTS.
(A)
AS SECURITY FOR THE PROMPT AND
COMPLETE PAYMENT AND PERFORMANCE WHEN DUE OF ALL OF THE OBLIGATIONS, BORROWER
DOES HEREBY PLEDGE AND GRANT TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
SECURED CREDITORS, A CONTINUING SECURITY INTEREST OF FIRST PRIORITY (SUBJECT TO
LIENS EVIDENCED BY PERMITTED FILINGS AND OTHER PERMITTED LIENS) IN, ALL OF THE
RIGHT, TITLE AND INTEREST OF BORROWER IN, TO AND UNDER ALL OF THE FOLLOWING,
WHETHER NOW EXISTING OR HEREAFTER FROM TIME TO TIME ACQUIRED:
(I) EACH AND
EVERY ACCOUNT, (II) ALL CONTRACTS, TOGETHER WITH ALL CONTRACT RIGHTS ARISING
THEREUNDER, (III) ALL INVENTORY, (IV) ALL EQUIPMENT, (V) ALL OTHER GOODS,
GENERAL INTANGIBLES, CHATTEL PAPER, DOCUMENTS, INVESTMENT PROPERTY AND
INSTRUMENTS, AND (VI) ALL PROCEEDS AND PRODUCTS OF ANY AND ALL OF THE FOREGOING
(ALL OF THE ABOVE, COLLECTIVELY, THE "COLLATERAL").
(b)
The security interests of the Administrative Agent under this Agreement
extend to all Collateral of the kind which is the subject of this Agreement
which Borrower may acquire at any time during the continuation of this
Agreement.
1.2
POWER OF ATTORNEY.
BORROWER HEREBY CONSTITUTES AND APPOINTS THE
ADMINISTRATIVE AGENT ITS TRUE AND LAWFUL ATTORNEY, WITH FULL POWER AFTER THE
OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (IN THE NAME OF
BORROWER OR OTHERWISE), IN THE ADMINISTRATIVE AGENT'S REASONABLE DISCRETION, TO
TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT REQUIRED BY THIS AGREEMENT IF
BORROWER HAS FAILED TO DO SO AFTER DEMAND BY THE ADMINISTRATIVE AGENT.
ARTICLE II
GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
Borrower represents,