THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY MAY, BUT SHALL BE UNDER NO
OBLIGATION TO, MAKE A SIMILAR DEMAND ON OR OTHERWISE PURSUE SUCH RIGHTS AND
REMEDIES AS IT MAY HAVE AGAINST THE BORROWER, ANY OTHER GUARANTOR OR ANY OTHER
PERSON OR AGAINST ANY COLLATERAL SECURITY OR GUARANTEE FOR THE BORROWER
OBLIGATIONS OR ANY RIGHT OF OFFSET WITH RESPECT THERETO, AND ANY FAILURE BY THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO MAKE ANY SUCH DEMAND, TO
PURSUE SUCH OTHER RIGHTS OR REMEDIES OR TO COLLECT ANY PAYMENTS FROM THE
BORROWER, ANY OTHER GUARANTOR OR ANY OTHER PERSON OR TO REALIZE UPON ANY SUCH
COLLATERAL SECURITY OR GUARANTEE OR TO EXERCISE ANY SUCH RIGHT OF OFFSET, OR ANY
RELEASE OF THE BORROWER, ANY OTHER GUARANTOR OR ANY OTHER PERSON OR ANY SUCH
COLLATERAL SECURITY, GUARANTEE OR RIGHT OF OFFSET, SHALL NOT RELIEVE ANY
GUARANTOR OF ANY OBLIGATION OR LIABILITY HEREUNDER, AND SHALL NOT IMPAIR OR
AFFECT THE RIGHTS AND REMEDIES, WHETHER EXPRESS, IMPLIED OR AVAILABLE AS A
MATTER OF LAW, OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY AGAINST
ANY GUARANTOR.
FOR THE PURPOSES HEREOF "DEMAND" SHALL INCLUDE THE COMMENCEMENT
AND CONTINUANCE OF ANY LEGAL PROCEEDINGS.
2.6
REINSTATEMENT.
THE GUARANTEE CONTAINED IN THIS SECTION 2 SHALL
CONTINUE TO BE EFFECTIVE, OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME
PAYMENT, OR ANY PART THEREOF, OF ANY OF THE BORROWER OBLIGATIONS IS RESCINDED OR
MUST OTHERWISE BE RESTORED OR RETURNED BY THE ADMINISTRATIVE AGENT OR ANY
SECURED PARTY UPON THE INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR
REORGANIZATION OF THE BORROWER OR ANY GUARANTOR, OR UPON OR AS A RESULT OF THE
APPOINTMENT OF A RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR
OFFICER FOR, THE BORROWER OR ANY GUARANTOR OR ANY SUBSTANTIAL PART OF ITS
PROPERTY, OR OTHERWISE, ALL AS THOUGH SUCH PAYMENTS HAD NOT BEEN MADE.
2.7
PAYMENT.
EACH GUARANTOR HEREBY GUARANTEES THAT PAYMENTS HEREUNDER
WILL BE PAID TO THE ADMINISTRATIVE AGENT WITHOUT SET-OFF OR COUNTERCLAIM IN
DOLLARS PURSUANT TO THE CREDIT AGREEMENT AT THE RELEVANT PAYMENT OFFICE
SPECIFIED IN THE CREDIT AGREEMENT.
SECTION 3.
GRANT OF SECURITY INTEREST
Each Grantor hereby assigns and transfers to the Administrative Agent, for the
benefit of the Secured Parties, and hereby grants to the Administrative Agent,
for the benefit of the Secured Parties, a security interest in all of the
following property now owned or at any time hereafter acquired by such Grantor
or in which such Grantor now has or at any time in the future may acquire any
right, title or interest (collectively, the "Collateral"), as collateral
security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of such Grantor's
Obligations:
(a)
all Accounts;
(b)
all Chattel Paper;
(c)
all Commercial Tort Claims, in which any Grantor has rights, in
excess of $1,000,000, including all Commercial Tort Claims listed on Schedule 8
hereto (as such Schedule may be amended and/or supplemented from time to time);