of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty and in Articles VII, VIII and IX of the Second Lien Term Loan Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Agreement on the execution date of the Second Lien Term Loan Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Indebtedness, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII of the Second Lien Term Loan Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
of the Security Agreement. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.
of the Security Agreement. The Trustee shall deposit the amounts received from the Deposit Collateral Agent in respect of such Liquidated Damages into the Special Distribution Subaccount in the Collection Account to be distributed on the next upcoming Payment Date as contemplated in Section 8.04(b) hereof.
of the Security Agreement. The New Grantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.
of the Security Agreement. Section 5.3 of the -------------------------------------------------- Security Agreement is hereby amended by deleting the first paragraph of Section 5.3(a) thereof and substituting in lieu thereof the following new first paragraph of Section 5.3(a) thereof:
of the Security Agreement. Section 4.1 of the -------------------------------------------------- Security Agreement is hereby amended by (a) deleting the word "and" at the end of Section 4.1(j) of the Security Agreement, and (b) adding the following new Section 4.1(k) of the Security Agreement in proper alphabetical order therein and relettering the current Section 4.1(k) of the Security Agreement as Section 4.1(l):
of the Security Agreement. As a result of the March Termination and Amortization Event, a Servicer Termination Event has occurred for March 2003 (the "March Servicer Termination Agreement"). Section 5.01 (c) and (h) of the Insurance Agreement provide that an Event of Default under the Insurance Agreement shall occur upon the occurrence of a Termination and Amortization Event or a Servicer Termination Event. As a result of the March Termination and Amortization Event and the March Servicer Termination Agreement, an Event of Default under the Insurance Agreement has occurred for March 2003 (the "March Insurance Agreement Event of Default").
of the Security Agreement. The Manager shall not have custody of any of the Assets in the Portfolio.
of the Security Agreement. Funds received by the Agent from the Borrower shall be distributed to the Lenders as follows: first, to the payment of any fees, costs, charges, or expenses, if any (including, without limitation, interest on overdue amounts and), Prepayment Compensation, if any, Liquidity Breakage, if any, Swap Breakage Losses, if any, or other amount (other than the principal amount of such Loan or any interest due thereon) due under this Agreement, second, accrued interest on the Loan due and payable on the date of such payment (as well as any interest on overdue principal) and, to the extent permitted by law, interest and other amounts due under this Agreement, third, to the payment of the installment of the principal amount of the Loan then due and payable, and fourth, the balance, if any, remaining thereafter, to the payment of the principal amount of the Loan remaining unpaid. The amounts paid pursuant to clause fourth above shall be applied to the installments of principal of the Loan in the inverse order of maturity.
of the Security Agreement. The Trustee shall deposit all amounts received from the Collateral Agent in respect of Liquidated Damages into the Special Distribution Subaccount established under the Pooling and Servicing Agreement. The right to payment of Liquidated Damages from the Pre-Funding Account shall be the sole remedy of the Trustee for the Trust Depositor's failure to perform its obligations as described above.
