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<br />acceptance hereof, Administrative Agent hereby acknowledges and agrees that, notwithstanding
<br />any other provision of this Mortgage, the amount of indebtedness secured by Mortgagor
<br />hereunder shall be limited to the maximum amount of indebtedness that can be secured by
<br />Mortgagor hereunder without rendering this Mortgage voidable under any applicable
<br />Requirement of Law relating to fraudulent conveyances or fraudulent transfears r�vith respect to
<br />Mortgagor.
<br />Section 1.20. Excluded Assets. Notwithstanding any other provision of this Mortgage,
<br />this Mo�rtgage shall not, at any time, constitute a grant of a Lien, privilege, security interest or
<br />encumbrance in any property that is, at such time, an Excluded Asset (as hereinafter defined),
<br />and the terms "Prop�arty," "Collateral" and each of the defined terms incorporated therein shall
<br />exclude the Excluded Assets. For purposes of this Mnrtgage, "Excluded Assets" shall mean: (a)
<br />any permit, lease, license, contract, property right or agreement ta which any Mortgagar is a
<br />party or any of its rights or interests thereunder if, and only for so long as, the grant of a Lien,
<br />privilege, security interest or encumbrance hereunder shall constitute or result in a breach,
<br />termination or default under any such penmit, lease, license, contract, property right or agreement
<br />(other than to the extent that any such tetm would be rendered ineffective pursuant to Sections 9-
<br />406, 9-407, 9-408 or 9-409 of the UCC af any relevant jurisdiction ar any other applicable
<br />Requirement of Law or principles of equity); provided, however, that such security interest shall
<br />attach immediately to any portion af such permit, lease, licens�, contract, property rights or
<br />agreement that does not result in any o�' the consequences specified above; (b) the Excluded
<br />Stock (as hereinafter defined); and (c) all cars, t7rucks, trailers and other vehicles cavered by a
<br />certificate o�F title under the laws of any state to which any Mortgagor has any right, title or
<br />interest. For purposes of this Mortgage, "Excluded Stnck" shall mean: (a) the voting Capital
<br />Stock of any Excluded Foreign Subsidiary in excess �f 65% of the outstanding voting Capital
<br />Stock of' such Excluded Foreign 5ubsidiary; and (b) the Capital Stock of any Unrestricted
<br />Subsidiary.
<br />ARTICLE II
<br />Representations, Warranties and Covenants
<br />Section 2.1. Mortgagor represents, warrants, and covenants as follows:
<br />(a) Title and Permitted Liens. Mortgagar has, as af the date hereof, good and
<br />defensible title to the Property, free and clear of all Liens, privileges, security interests, and
<br />encumbrances except for Customary Permitted Liens. From and after the date hereof, Mortgagar
<br />covenants to maintain good and defensible title to the Froperty, free and clear of all Lier�s,
<br />privileges, security interests, and encumbrances except for the Liens permitted by Section 7.3 af
<br />the Credit Agreement. Martgagor will warrant and defend title to the Property, subject as
<br />aforesaid, against the claims and demands of all persons claiming or to claim the same or any
<br />part thereof. Any and all references made in this Mortgage to the Liens pertnitted by Section 7.3
<br />of the Credit Agreement are made for the purpase of limiting certain warranties and covenants
<br />made by Mortgagor herexn and such reference is not intended to affect the description herein of
<br />the Martgaged Properties nor to subordinate the Liens and security interests hereunder to any
<br />such Liens.
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