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Exhibit 4(c)
THE SEAGRAM COMPANY LTD.
AND
-
as Collateral Agent and Securities Intermediary
AND
THE BANK OF NEW YORK
as Unit Agent and as Attorney-In-Fact
FORM OF PLEDGE AGREEMENT
Dated as of -, 1999
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PLEDGE AGREEMENT, dated as of May -, 1999, between THE SEAGRAM COMPANY
LTD., a Canadian corporation (the "Company", as such term is more fully defined
in the Master Unit Agreement referred to below); -, as Collateral Agent, in its
capacity as a "securities intermediary" as defined in Section 8-102(a)(14) of
the Code (as defined herein) (in such capacity, the "Securities Intermediary"),
and THE BANK OF NEW YORK as Unit Agent and as attorney-in-fact of the Holders
from time to time of the Units.
RECITALS
The Company and the Unit Agent are parties to the Master Unit
Agreement, dated as of the date hereof (as the same may be supplemented or
amended from time to time in accordance with the terms thereof, the "Master Unit
Agreement"). The Master Unit Agreement contemplates that the Notes or Treasury
Securities that from time to time underlie the Units be pledged to the
Collateral Agent to secure the obligations of the Holders of Units under the
Purchase Contracts that underlie such Units.
Pursuant to the terms of the Principal Agreements and the Unit
Certificates, the Holders from time to time of the Units irrevocably authorize
the Unit Agent, as attorney-in-fact of such Holders, to execute and deliver this
Agreement on behalf of such Holders and to grant the pledge provided hereby of
the Pledged Securities underlying such Units as provided herein and subject to
the terms hereof.
Accordingly, the Company, the Collateral Agent and the Unit Agent, in
its capacity as Unit Agent and as attorney-in-fact of the Holders from time to
time of the Units, agree as follows:
SECTION 1. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:
(a) capitalized terms used but not defined herein are used
herein as defined in the Master Unit Agreement;
(b) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision; and
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(c) all other terms contained herein shall, unless the context
indicates otherwise, have the meanings assigned to such terms by the
Code (as defined herein) to the extent the same are defined therein.
"Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.
"Applicable Treasury Regulations" means Part 357 of Title 31 of the
Code of Federal Regulations (31 CFR Sections 357 et seq.) and any other
regulations of the United States Treasury Department from time to time
applicable to the transfer or pledge of book-entry Treasury Securities.
"Code" has the meaning specified in Section 2 hereof.
"Collateral" has the meaning specified in Section 2 hereof.
"Collateral Account" means the trust account (number -) maintained at -
in the name of "-, as Collateral Agent".
"Date of Deemed Receipt" means, with respect to any payment received by
the Collateral Agent, the date of receipt thereof; provided, however, that if
such payment is received on a date which is not a Quarterly Payment Date and is
not a payment in respect of defaulted interest on Notes, "Date of Deemed
Receipt" means, with respect to such payment, the Quarterly Payment Date next
succeeding such date of receipt.
"Pledged Securities" means all Notes constituting a part of the Units
and any Treasury Securities delivered in exchange for Notes in accordance with
Section 5(b) and (c) hereof (or securities entitlements thereto) in each case
that have been delivered to the Collateral Agent and not released by the
Collateral Agent to the Unit Agent under the provisions of this Agreement.
"Proceeds" means all interest, dividends, cash, instruments,
securities, financial assets (as defined in Article 8 of the Code) and other
property and proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged
Securities.
SECTION 2. The Pledge. The Holders from time to time of the Units
acting through the Unit Agent, as their attorney-in-fact, hereby pledge to the
Collateral Agent (for the benefit of the Company), and grant to the Collateral
Agent, for the benefit of the Company a security interest in all of the right,
title and interest of such Holders in and to (i) the Pledged Securities, (ii)
the Collateral Account and all securities, financial assets and other property
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credited thereto and all security entitlements related thereto and (iii) all
proceeds from each of the foregoing (collectively, the "Collateral"), as
collateral security to ensure the performance when due by such Holders of their
respective obligations under the Purchase Contracts underlying such Units.
Concurrently with the execution of this Agreement, the initial Holders of the
first - Units issued under the Master Unit Agreement, the Unit Agent and the
Collateral Agent are causing $- aggregate principal amount of Notes to be
delivered to, and registered in the name of, the Collateral Agent, and such
Notes will thereupon constitute Pledged Securities forming a part of such Units.
As used in this Section 2, the term "delivery" shall have the meaning ascribed
to it in the Uniform Commercial Code as in effect in the State of New York (the
"Code"). In addition, the execution hereof by the Unit Agent and the Collateral
Agent shall constitute an acknowledgment by the Collateral Agent and Securities
Intermediary of the Pledge and of the Securities Intermediary's holding of such
Notes or other Pledged Securities substituted therefor in accordance with the
provisions hereof subject to the Pledge and of the Securities Intermediary's
crediting such Notes or other Pledged Securities to the Collateral Account for
purposes of perfecting the Pledge under applicable law, including, to the extent
applicable, the Uniform Commercial Code as adopted and in effect in any
applicable jurisdiction and the Applicable Treasury Regulations. Subject to the
Pledge, the Holders from time to time of the Units shall have full beneficial
ownership of the Pledged Securities underlying such Units, and shall be entitled
(directly or through the Collateral Agent) to all of the rights provided by such
Pledged Securities, and the Company shall have no rights with respect to such
Pledged Securities other than its security interest therein.
SECTION 3. Payments in Respect of the Pledged Securities. Any payment
received by the Collateral Agent in respect of the Pledged Securities underlying
any Unit shall be paid by the Collateral Agent, by wire transfer in same day
funds no later than 1:00 p.m., New York City time, on the Date of Deemed Receipt
(or, if the Date of Deemed Receipt is not a Business Day or if such payment is
received by the Collateral Agent after noon, New York City time, on the Date of
Deemed Receipt, then such payment shall be made by the Collateral Agent no later
than 10:00 a.m., New York City time, on the next succeeding Business Day), as
follows:
(a) in the case of payments not scheduled to fall on and that
are not in respect of amounts due on the Stock Purchase Date or Early
Settlement Date, as applicable, to the Unit Agent, to the account
designated by it for payments in respect of Normal Units or the account
designated by it for payments in respect of Stripped Units; and
(b) in the case of payments scheduled to fall on or that are
in respect of amounts due on the Stock Purchase Date or Early
Settlement Date, as applicable, (i) with respect to payments received
in respect of Units which are Paid Units (as specified in the notice
from the Unit Agent referred to in Section 4), to the Unit Agent, to
the account designated by it for payments in respect of Paid Units; and
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(ii) with respect to payments received in respect of Units which are
Unpaid Units (as specified in the notice from the Unit Agent referred
to in Section 4), (x) first, to the Company, to the account designated
by it for such purpose, in an amount equal to the aggregate amount
payable to the Company in respect of such Unpaid Units, and (y) second,
to the extent of any amount remaining after the payment (if any)
referred to in (x) above, to the Unit Agent, to the account designated
by it for payments in respect of Unpaid Units; provided, however, that
if the Company disputes the notice from the Unit Agent referred to in
Section 4 and notifies the Collateral Agent in writing, prior to noon,
New York City time, on the Stock Purchase Date or Early Settlement
Date, as applicable, that the number of Paid Units or the number of
Unpaid Units (or both) is different from that indicated in such notice,
the foregoing payments with respect to any Paid Units or Unpaid Units
subject to dispute shall not be paid until such dispute is resolved.
All payments received by the Unit Agent as provided herein
shall be applied by the Unit Agent pursuant to the provisions of the Master Unit
Agreement.
SECTION 4. Notice with Respect to Numbers of Paid Units and Unpaid
Units. By 12:00 noon, New York City time, on the Stock Purchase Date or Early
Settlement Date, as applicable, the Unit Agent shall, as provided in the Master
Unit Agreement, notify the Company and the Collateral Agent as to the number of
Units which are Paid Units and the number of Units which are Unpaid Units.
SECTION 5. Release and Substitution of Pledged Securities. (a) Upon
notice to the Collateral Agent by the Company or the Unit Agent that there has
occurred a Termination Event, the Collateral Agent shall release all Pledged
Securities from the Pledge and shall transfer, without recourse, such released
Pledged Securities, free and clear of any lien, pledge or security interest
created hereby, to the Unit Agent for delivery by the Unit Agent pursuant to the
provisions of the Master Unit Agreement.
(b) On the Stock Purchase Date or Early Settlement Date, as applicable,
the Collateral Agent shall release the Notes underlying Units which are Paid
Units (as specified in the notice from the Unit Agent referred to in Section 4)
from the Pledge and transfer, without recourse, such released Notes, free and
clear of any lien, pledge or security interest created hereby, to the Unit Agent
for delivery pursuant to the provisions of the Master Unit Agreement; provided,
however, that if the Company disputes the notice from the Unit Agent referred to
in Section 4 and notifies the Collateral Agent, prior to noon, New York City
time, on the Stock Purchase Date or Early Settlement Date, as applicable, that
the number of Paid Units is different from that indicated in such notice, the
foregoing release with respect to any Paid Units subject to dispute shall not be
made until such dispute is resolved.
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SECTION 6. Rights and Remedies. (a) The Collateral Agent shall have all
of the rights and remedies with respect to the Collateral of a secured party
under the Code (whether or not said Code is in effect in the jurisdiction where
the rights and remedies are asserted) and, with respect to Pledged Securities
which are Treasury Securities, the Applicable Treasury Regulations, and such
additional rights and remedies to which a secured party is entitled under the
laws in effect in any jurisdiction where any rights and remedies hereunder may
be asserted.
(b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments due to the Company pursuant to the Purchase Contracts
underlying any Units, the Collateral Agent shall have and shall exercise, upon
the written direction of the Company, with reference to the Pledged Securities
underlying such Units and the obligations of the Holders of such Units, any and
all of the rights and remedies available to a secured party under the Code and
the Applicable Treasury Regulations after default by a debtor, and as otherwise
granted herein or under any other law.
(c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of principal of or distributions
or interest on the Pledged Securities, in each case subject to the provisions
hereof.
(d) The Unit Agent and each Holder of Units agree that, from time to
time, upon the written request of the Collateral Agent, the Unit Agent or such
Holder of Units shall execute and deliver such further documents and do such
other acts and things as the Collateral Agent may reasonably request in order to
maintain the Pledge, and the perfection and priority thereof, and to confirm the
rights of the Collateral Agent hereunder.
SECTION 7. The Collateral Agent. The Collateral Agent and the Company
hereby agree among themselves as follows (it being understood and agreed that,
except as provided in Section 7.08, neither the Unit Agent nor any Holder of
Units shall have any rights or duties under this Section 7):
7.01 Appointment, Powers and Immunities. The Collateral Agent shall act
hereunder as agent for the Company, with such powers as are specifically vested
in the Collateral Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. The Collateral Agent: (a) shall
have no duties or responsibilities except those expressly set forth in this
Agreement and no implied covenants or obligations shall be inferred from this
Agreement against the Collateral Agent, nor shall the Collateral Agent be bound
by the provisions of any agreement by any party hereto beyond the specific terms
hereof; (b) shall not be responsible to the Company for any recitals contained
in this
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Agreement, or in any certificate or other document referred to or provided for
in, or received by it under, this Agreement, the Units, the Master Unit
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement (other than as against the Collateral Agent),
the Units, the Master Unit Agreement or any other document referred to or
provided for herein or therein or for any failure by the Company, or any other
Person (except the Collateral Agent) to perform any of its obligations hereunder
or thereunder; (c) shall not be required to initiate or conduct any litigation
or collection proceedings hereunder (except pursuant to directions furnished
under Section 7.02 hereof); (d) shall not be responsible for any action taken or
omitted to be taken by it hereunder or under any other document or instrument
referred to or provided for herein or in connection herewith or therewith,
except for its own negligence or wilful misconduct; and (e) shall not be
required to advise any party as to selling or retaining, or taking or refraining
from taking any action with respect to, any Units or any property deposited
hereunder. Subject to the foregoing, during the term of this Agreement the
Collateral Agent shall take all reasonable action in connection with the
safekeeping and preservation of the Pledged Securities hereunder.
No provision of this Agreement shall require the Collateral Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder. In no event shall the Collateral
Agent be liable for any amount in excess of the value of the Pledged Securities.
7.02 Instructions of the Company. The Company shall have the right, by
one or more instruments in writing executed and delivered to the Collateral
Agent, to direct the time, method and place of conducting any proceeding for any
right or remedy available to the Collateral Agent, or of exercising any power
conferred on the Collateral Agent, or to direct the taking or refraining from
taking of any action authorized by this Agreement; provided, however, that (a)
such direction shall not conflict with the provisions of any law or of this
Agreement and (b) the Collateral Agent shall be adequately indemnified as
provided herein. Nothing in this Section 7.02 shall impair the right of the
Collateral Agent in its discretion to take any action or omit to take any action
which it deems proper and which is not inconsistent with such direction.
7.03 Reliance by Collateral Agent. The Collateral Agent shall be
entitled to rely upon any certification, order, judgment, opinion, notice or
other communication (including, without limitation, any thereof by telephone,
telecopy, telex, telegram or cable) believed by it to be genuine and correct and
to have been signed or sent by or on behalf of the proper Person or Persons
(without being required to determine the correctness of any fact stated
therein), and upon advice and statements of legal counsel and other experts
selected by the Collateral Agent. As to any matters not expressly provided for
by this Agreement, the Collateral Agent shall in all cases be fully protected in
acting, or in refraining from acting,
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hereunder in accordance with instructions given by the Company in accordance
with this Agreement.
7.04 Rights in Other Capacities. The Collateral Agent and its
affiliates may (without having to account therefor to the Company) accept
deposits from, lend money to, make investments in and generally engage in any
kind of banking, trust or other business with the Company, the Unit Agent and
any Holder of Units as if it were not acting as the Collateral Agent, and the
Collateral Agent and its affiliates may accept fees and other consideration from
the Company, the Unit Agent and any Holder of Units without having to account
for the same to the Company, provided that the Collateral Agent covenants and
agrees with the Company that the Collateral Agent shall not accept, receive or
permit there to be created in its favor any security interest, lien or other
encumbrance of any kind in or upon the Pledged Securities, except as
contemplated by the terms hereof.
7.05 Non-Reliance on Collateral Agent. The Collateral Agent shall not
be required to keep itself informed as to the performance or observance by the
Unit Agent or any Holder of Units of this Agreement, the Master Unit Agreement,
the Units or any other document referred to or provided for herein or therein or
to inspect the properties or books of the Unit Agent or any Holder of Units. The
Collateral Agent shall not have any duty or responsibility to provide the
Company with any credit or other information concerning the affairs, financial
condition or business of the Unit Agent or any Holder of Units that may come
into the possession of the Collateral Agent or any of its affiliates.
7.06 Compensation and Indemnity. The Company agrees: (a) to pay the
Collateral Agent from time to time reasonable compensation as agreed upon for
all services rendered by it hereunder and (b) to indemnify the Collateral Agent
for, and to hold it harmless against, any loss, liability or expense including
taxes (other than taxes based upon, measured by or determined by the income of
the Collateral Agent) incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of its
powers and duties under this Agreement, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of such powers and duties. The provisions of this Section 7.06
shall survive the resignation or removal of the Collateral Agent and the
termination of this Agreement.
7.07 Failure to Act. In the event of any ambiguity in the provisions of
this Agreement or any dispute between or conflicting claims by or among the
undersigned and/or any other Person with respect to any funds or property
deposited hereunder, the Collateral Agent shall be entitled, at its sole option,
to refuse to comply with any and all claims, demands or instructions with
respect to such property or funds so long as such dispute or conflict shall
continue, and the Collateral Agent shall not be or become liable in any way to
any of the undersigned for its failure or refusal to comply with such
conflicting claims, demands or instructions. The Collateral Agent shall be
entitled to refuse to act until either
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(a) such conflicting or adverse claims or demands shall have been finally
determined by a court of competent jurisdiction or settled by agreement between
the conflicting parties as evidenced in a writing satisfactory to the Collateral
Agent or (b) the Collateral Agent shall have received security or an indemnity
satisfactory to the Collateral Agent sufficient to save the Collateral Agent
harmless from and against any and all loss, liability or expense which the
Collateral Agent may incur by reason of its acting. The Collateral Agent may in
addition elect to commence an interpleader action or seek other judicial relief
or orders as the Collateral Agent may deem necessary. Notwithstanding anything
contained herein to the contrary, the Collateral Agent shall not be required to
take any action that is in its opinion contrary to law or to the terms of this
Agreement, or which would in its opinion subject it or any of its officers,
employees or directors to liability.
7.08 Resignation of Collateral Agent. Subject to the appointment and
acceptance of a successor Collateral Agent as provided below, (a) the Collateral
Agent may resign at any time by giving notice thereof to the Company and the
Unit Agent, (b) the Collateral Agent may be removed at any time by the Company,
and (c) if the Collateral Agent fails to perform any of its material obligations
hereunder in any material respect for a period of not less than 20 days after
receiving notice of such failure by the Unit Agent and such failure shall be
continuing, the Collateral Agent may be removed by the Unit Agent. The Unit
Agent shall promptly notify the Company of any removal of the Collateral Agent
pursuant to clause (c) of the immediately preceding sentence. Upon any such
resignation or removal, the Company shall have the right to appoint a successor
Collateral Agent. If no successor Collateral Agent shall have been so appointed
and shall have accepted such appointment within 30 days after the retiring
Collateral Agent's giving of notice of resignation or such removal, then the
retiring Collateral Agent may petition any court of competent jurisdiction for
the appointment of a successor Collateral Agent. The Collateral Agent shall be a
bank which has an office in New York, New York with a combined capital and
surplus of at least $50,000,000. Upon the acceptance of any appointment as
Collateral Agent hereunder by a successor Collateral Agent, such successor
Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Collateral Agent, and the
retiring Collateral Agent shall take all appropriate action to transfer any
money and property held by it hereunder (including the Pledged Securities) to
such successor Collateral Agent. The retiring Collateral Agent shall, upon such
succession, be discharged from its duties and obligations as Collateral Agent
hereunder. After any retiring Collateral Agent's resignation hereunder as
Collateral Agent, the provisions of this Section 7 shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while
it was acting as the Collateral Agent.
7.09 Right to Appoint Agent or Advisor. The Collateral Agent shall have
the right to appoint agents or advisors in connection with any of its duties
hereunder, and the Collateral Agent shall not be liable for any action taken or
omitted by such agents or advisors selected in good faith.
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7.10 Survival. The provisions of this Section 7 shall survive
termination of this Agreement and the resignation or removal of the Collateral
Agent.
SECTION 8 Miscellaneous.
8.01 Amendments. This Agreement may be amended in the manner set forth
in Section 801 of the Master Unit Agreement for supplemental agreements. In
executing any amendment permitted by this Section, the Collateral Agent shall be
entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement and is for a purpose
set forth in Section 801 of the Master Unit Agreement, and that all conditions
precedent herein and in the Principal Agreements related to such amendment have
been satisfied.
8.02 No Waiver. No failure on the part of the Collateral Agent or any
of its agents to exercise, and no course of dealing with respect to, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the Collateral Agent
or any of its agents of any right, power or remedy hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.
8.03 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF. The Company, the Collateral Agent and the
Holders from time to time of the Units, acting through the Unit Agent as their
attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
state court sitting in New York City for the purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions contemplated
hereby. The Company, the Collateral Agent and the Holders from time to time
of the Units, acting through the Unit Agent as their attorney-in-fact,
irrevocably waive, to the fullest extent permitted by applicable law, any
objection which they may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.
8.04 Legal Holidays. In any case where any Quarterly Payment Date or
the Stock Purchase Date shall not be a Business Day, then (notwithstanding any
other provision of this Agreement or of the Units) the actions required by this
Agreement to occur on such date shall not occur on such date, but instead shall
occur on the next succeeding Business Day with the same force and effect as if
they had occurred on such Quarterly Payment Date or Stock Purchase Date, as the
case may be; except that if such next succeeding Business Day
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is in the next calendar year, such actions shall occur on the immediately
preceding Business Day with the same force and effect as if made on such
Quarterly Payment Date or Stock Purchase Date.
8.05 Notices. All notices, requests, consents and other communications
provided for herein (including, without limitation, any modifications of, or
waivers or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telecopy) delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature pages
hereof or, as to any party, at such other address as shall be designated by such
party in a notice to the other parties. Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.
8.06 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Company,
the Collateral Agent and the Unit Agent, and the Holders from time to time of
the Units, by their acceptance of the same, shall be deemed to have agreed to be
bound by the provisions hereof and to have ratified the agreements of, and the
grant of the Pledge hereunder by, the Unit Agent, as their attorney-in-fact.
8.07 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
8.08 Severability. If any provision hereof is invalid or unenforceable
in any jurisdiction, then, to the fullest extent permitted by law, (a) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (b) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.
8.09 Expenses, etc. The Company agrees to reimburse the Collateral
Agent for: (a) all reasonable out-of-pocket costs and expenses of the Collateral
Agent (including, without limitation, the reasonable fees and expenses of
counsel to the Collateral Agent), in connection with (i) the negotiation,
preparation, execution and delivery or performance of this Agreement and (ii)
any modification, supplement or waiver of any of the terms of this Agreement;
(b) all reasonable costs and expenses of the Collateral Agent (including,
without limitation, reasonable fees and expenses of counsel) in connection with
(i) any enforcement or proceedings resulting or incurred in connection with
causing any Holder of Units to satisfy its obligations under the Purchase
Contracts forming a part of the Units and (ii) the enforcement of this Section
8.09; and (c) all transfer, stamp, documentary or other similar taxes,
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assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other document referred to herein and all
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated hereby.
8.10 Security Interest Absolute. All rights of the Collateral Agent and
security interests hereunder, and all obligations of the Holders from time to
time of the Units here under, shall be absolute and unconditional irrespective
of:
(a) any lack of validity or enforceability of any provision of
the Units or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or
any other term of, or any increase in the amount of, all or any of the
obligations of Holders of Units under the related Purchase Contracts or
any other amendment or waiver of any term of, or any consent to any
departure from any requirement of, the Master Unit Agreement or any
Units or any other agreement or instrument relating thereto; or
(c) any other circumstance which might otherwise constitute a
defense available to, or discharge of, a borrower, a guarantor or a
pledgor.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
THE SEAGRAM COMPANY LTD.
By:
Name:
Title:
THE BANK OF NEW YORK,
as Unit Agent and as attorney-in-fact
of the Holders from time to time of the Units
By:
Name:
Title:
Address for Notices:
-,
as Collateral Agent
By:_________________________________
Name:
Title:
Address for Notices:
