OBLIGATIONS AS TRUSTEE FOR
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THE INVESTORS AND DELIVER SUCH PAYMENTS TO THE COLLATERAL AGENT ON ACCOUNT OF
THE GUARANTEED OBLIGATIONS (INCLUDING ALL POST-PETITION INTEREST), TOGETHER WITH
ANY NECESSARY ENDORSEMENTS OR OTHER INSTRUMENTS OF TRANSFER, BUT WITHOUT
REDUCING OR AFFECTING IN ANY MANNER THE LIABILITY OF SUCH SUBSIDIARY GUARANTOR
UNDER THE OTHER PROVISIONS OF THE SUBSIDIARY GUARANTY.
(IV)
COLLATERAL AGENT AUTHORIZATION.
AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF ANY EVENT OF DEFAULT, THE COLLATERAL AGENT IS AUTHORIZED AND
EMPOWERED (BUT WITHOUT ANY OBLIGATION TO SO DO), IN ITS REASONABLE DISCRETION,
(A) IN THE NAME OF EACH SUBSIDIARY GUARANTOR, TO COLLECT AND ENFORCE, AND TO
SUBMIT CLAIMS IN RESPECT OF, THE SUBORDINATED OBLIGATIONS AND TO APPLY ANY
AMOUNTS RECEIVED THEREON TO THE GUARANTEED OBLIGATIONS (INCLUDING ANY AND ALL
POST-PETITION INTEREST), AND (B) TO REQUIRE EACH SUBSIDIARY GUARANTOR (1) TO
COLLECT AND ENFORCE, AND TO SUBMIT CLAIMS IN RESPECT OF, THE SUBORDINATED
OBLIGATIONS AND (2) TO PAY ANY AMOUNTS RECEIVED ON SUCH OBLIGATIONS TO THE
COLLATERAL AGENT FOR APPLICATION TO THE GUARANTEED OBLIGATIONS (INCLUDING ANY
AND ALL POST-PETITION INTEREST).
(F)
CONTINUING SUBSIDIARY GUARANTY; ASSIGNMENTS.
THE SUBSIDIARY
GUARANTY IS A CONTINUING GUARANTY AND SHALL (I) REMAIN IN FULL FORCE AND EFFECT
UNTIL THE PAYMENT IN FULL IN CASH OF THE GUARANTEED OBLIGATIONS AND ALL OTHER
AMOUNTS PAYABLE UNDER THE SUBSIDIARY GUARANTY, (II) BE BINDING UPON EACH
SUBSIDIARY GUARANTOR, ITS SUCCESSORS AND ASSIGNS, AND (III) INURE TO THE BENEFIT
OF AND BE ENFORCEABLE BY THE INVESTORS AND THEIR SUCCESSORS, TRANSFEREES AND
ASSIGNS.
Section 1.4
Grant of Security
(A)
GRANT BY U.S. GRANTORS.
AS SECURITY FOR THE PAYMENT OR
PERFORMANCE, AS APPLICABLE, IN FULL OF THE OBLIGATIONS, EACH U.S. GRANTOR HEREBY
PLEDGES AND GRANTS TO THE COLLATERAL AGENT, FOR THE RATABLE BENEFIT OF THE
SECURED PARTIES, A LIEN ON AND SECURITY INTEREST (THE "U.S. SECURITY INTEREST")
IN AND TO ALL OF THE RIGHT, TITLE AND INTEREST OF SUCH U.S. GRANTOR IN, TO AND
UNDER THE FOLLOWING PROPERTY, WHEREVER LOCATED, WHETHER NOW EXISTING OR
HEREAFTER ARISING OR ACQUIRED FROM TIME TO TIME (ALL OF WHICH BEING HEREINAFTER
COLLECTIVELY REFERRED TO AS THE "U.S. COLLATERAL"):
(I)
ALL ACCOUNTS,
(II)
ALL DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS, INCLUDING ALL CASH
COLLATERAL ACCOUNTS AND BLOCKED ACCOUNTS,
(III)
ALL CHATTEL PAPER, DOCUMENTS AND INSTRUMENTS,
(IV)
ALL COMMERCIAL TORT CLAIMS,
(V)
ALL EQUIPMENT,
(VI)
ALL GENERAL INTANGIBLES,
(VII)
ALL GOODS,
(VIII)
ALL INSURANCE,
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(IX)
ALL INSTRUMENTS,
(X)
ALL INTELLECTUAL PROPERTY,
(XI)
ALL INVENTORY,
(XII)
ALL INVESTMENT PROPERTY, INCLUDING ALL PLEDGED COLLATERAL AND ALL
CONTROL ACCOUNTS,
(XIII)
ALL PROCEEDS OF AUTHORIZATIONS,
(XIV)
ALL RECEIVABLES AND RECEIVABLES RECORDS,
(XV)
ALL OTHER GOODS AND PERSONAL PROPERTY OF SUCH U.S. GRANTOR, WHETHER
TANGIBLE OR INTANGIBLE, WHEREVER LOCATED, INCLUDING LETTERS OF CREDIT,
(XVI)
TO THE EXTENT NOT OTHERWISE INCLUDED IN CLAUSES (I) THROUGH (XV) OF
THIS SECTION, ALL COLLATERAL RECORDS, COLLATERAL SUPPORT AND SUPPORTING
OBLIGATIONS IN RESPECT OF ANY OF THE FOREGOING,
(XVII)
TO THE EXTENT NOT OTHERWISE INCLUDED IN CLAUSES (I) THROUGH (XVI)
OF THIS SECTION, ALL OTHER PROPERTY IN WHICH A