AND TO THE EXTENT PERMITTED BY LAW, A CONTRACTUAL
POSSESSORY SECURITY INTEREST IN AND A CONTRACTUAL RIGHT OF SETOFF AGAINST, AND
EACH GUARANTOR HEREBY GRANTS BANK A SECURITY INTEREST IN, AND HEREBY ASSIGNS,
CONVEYS, DELIVERS, PLEDGES AND TRANSFERS TO THE BANK ALL OF SUCH GUARANTOR'S
RIGHT, TITLE AND INTEREST IN AND TO, ALL OF SUCH GUARANTOR'S DEPOSITS, MONEYS,
SECURITIES AND OTHER PROPERTY NOW OR HEREAFTER IN THE POSSESSION OF OR ON
DEPOSIT WITH, OR IN TRANSIT TO, THE BANK OR ANY OTHER DIRECT OR INDIRECT
SUBSIDIARY OF THE PNC FINANCIAL SERVICES GROUP, INC., WHETHER HELD IN A GENERAL
OR SPECIAL ACCOUNT OR DEPOSIT, WHETHER HELD JOINTLY WITH SOMEONE ELSE, OR
WHETHER HELD FOR SAFEKEEPING OR OTHERWISE, EXCLUDING, HOWEVER, ALL IRA, KEOGH,
AND TRUST ACCOUNTS.
EVERY SUCH SECURITY INTEREST AND RIGHT OF SETOFF MAY BE
EXERCISED WITHOUT DEMAND UPON OR NOTICE TO SUCH GUARANTOR.
EVERY SUCH RIGHT OF
SETOFF SHALL BE DEEMED TO HAVE BEEN EXERCISED IMMEDIATELY UPON THE OCCURRENCE OF
AN EVENT OF DEFAULT HEREUNDER WITHOUT ANY ACTION OF THE BANK, ALTHOUGH THE BANK
MAY ENTER SUCH SETOFF ON ITS BOOKS AND RECORDS AT A LATER TIME.
8.
COLLATERAL.
THIS GUARANTY IS SECURED BY THE PROPERTY DESCRIBED
IN ANY COLLATERAL SECURITY DOCUMENTS WHICH EACH GUARANTOR EXECUTES AND DELIVERS
TO THE BANK AND BY SUCH OTHER COLLATERAL AS PREVIOUSLY MAY HAVE BEEN OR MAY IN
THE FUTURE BE GRANTED TO THE BANK TO SECURE ANY OBLIGATIONS OF THE GUARANTORS TO
THE BANK.
9.
COSTS.
TO THE EXTENT THAT THE BANK INCURS ANY REASONABLE
OUT-OF-POCKET COSTS OR EXPENSES IN PROTECTING OR ENFORCING ITS RIGHTS UNDER THE
OBLIGATIONS OR THIS GUARANTY, INCLUDING ATTORNEYS' FEES AND THE COSTS AND
EXPENSES OF LITIGATION, SUCH COSTS AND EXPENSES WILL BE DUE ON
3
DEMAND, WILL BE INCLUDED IN THE OBLIGATIONS AND WILL BEAR INTEREST FROM THE
INCURRING OR PAYMENT THEREOF AT THE DEFAULT RATE (AS DEFINED IN ANY OF THE
OBLIGATIONS).
10.
POSTPONEMENT OF SUBROGATION.
UNTIL THE OBLIGATIONS ARE
INDEFEASIBLY PAID IN FULL, EXPIRE, ARE TERMINATED AND ARE NOT SUBJECT TO ANY
RIGHT OF REVOCATION OR RESCISSION, THE GUARANTOR POSTPONES AND SUBORDINATES IN
FAVOR OF THE BANK OR ITS DESIGNEE (AND ANY ASSIGNEE OR POTENTIAL ASSIGNEE) ANY
AND ALL RIGHTS WHICH THE GUARANTORS MAY HAVE TO (A) ASSERT ANY CLAIM WHATSOEVER
AGAINST THE BORROWER BASED ON SUBROGATION, EXONERATION, REIMBURSEMENT, OR
INDEMNITY OR ANY RIGHT OF RECOURSE TO SECURITY FOR THE OBLIGATIONS WITH RESPECT
TO PAYMENTS MADE HEREUNDER, AND (B) ANY REALIZATION ON ANY PROPERTY OF THE
BORROWER, INCLUDING PARTICIPATION IN ANY MARSHALLING OF THE BORROWER'S ASSETS.
11.
NOTICES.
ALL NOTICES, DEMANDS, REQUESTS, CONSENTS, APPROVALS AND
OTHER COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER ("NOTICES") MUST BE IN
WRITING AND WILL BE EFFECTIVE UPON RECEIPT.
NOTICES MAY BE GIVEN IN ANY MANNER
TO WHICH THE BANK AND THE GUARANTORS MAY SEPARATELY AGREE, INCLUDING ELECTRONIC
MAIL.
WITHOUT LIMITING THE FOREGOING, FIRST-CLASS MAIL, FACSIMILE TRANSMISSION
AND COMMERCIAL COURIER SERVICE ARE HEREBY AGREED TO AS ACCEPTABLE METHODS FOR
GIVING NOTICES.
REGARDLESS OF THE MANNER IN WHICH PROVIDED, NOTICES MAY BE SENT