in effect from time to time in any other applicable jurisdiction.
"U.S. Collateral" has the meaning assigned to such term in Section 1.4(a).
"U.S. Grantor" means the Company and each Subsidiary listed on Schedule I hereto
under the heading "U.S Subsidiary" and each Additional Subsidiary Guarantor and
Grantor from time to time as made a party hereto (excluding any Israeli
Grantor).
"U.S. Security Interest" has the meaning assigned to such term in
Section 1.4(a).
"U.S. Subsidiary Guarantor" means any U.S. Grantor other than the Company.
Section 1.2
Other Definitions; Interpretation
(A)
OTHER DEFINITIONS.
CAPITALIZED TERMS USED HEREIN AND NOT
OTHERWISE DEFINED HEREIN, AND THE TERM "SUBSIDIARY" SHALL HAVE THE MEANINGS
ASSIGNED TO SUCH TERMS IN THE SECURITIES PURCHASE AGREEMENT.
(B)
RULES OF INTERPRETATION.
THE DEFINITIONS OF TERMS HEREIN SHALL
APPLY EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER
THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE AND NEUTER FORMS.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING"
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
THE WORD
"WILL" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD
"SHALL".
UNLESS THE CONTEXT REQUIRES OTHERWISE, (I) ANY DEFINITION OF OR
REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE
CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM
TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, (II) ANY DEFINITION OF
OR REFERENCE TO ANY LAW SHALL BE CONSTRUED AS REFERRING TO SUCH LAW AS FROM TIME
TO TIME AMENDED AND ANY SUCCESSOR THERETO AND THE RULES AND REGULATIONS
PROMULGATED FROM TIME TO TIME THEREUNDER, (III) ANY REFERENCE HEREIN TO ANY
PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS,
(IV) THE WORDS "HEREIN", "HEREOF' AND "HEREUNDER", AND WORDS OF SIMILAR IMPORT,
SHALL BE CONSTRUED TO REFER TO THIS GUARANTY AND SECURITY AGREEMENT IN ITS
ENTIRETY AND NOT TO ANY PARTICULAR PROVISION HEREOF, (V) ALL REFERENCES HEREIN
TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO
ARTICLES AND SECTIONS OF, AND EXHIBITS AND SCHEDULES TO AND ANY SUPPLEMENT
THERETO, THIS GUARANTY AND SECURITY AGREEMENT, AND (VI) THE WORDS "ASSET" AND
"PROPERTY" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AND TO REFER
TO ANY AND ALL TANGIBLE AND INTANGIBLE ASSETS AND PROPERTIES, INCLUDING CASH,
SECURITIES, ACCOUNTS AND CONTRACT RIGHTS.
ALL REFERENCES HEREIN TO PROVISIONS
OF THE UCC SHALL INCLUDE ALL SUCCESSOR PROVISIONS UNDER ANY SUBSEQUENT VERSION
OR AMENDMENT TO ANY ARTICLE OF THE UCC.
10
Section 1.3
Guaranty
(a)
Subsidiary Guaranty; Limitation of Liability.
(I)
EACH SUBSIDIARY GUARANTOR JOINTLY AND SEVERALLY, HEREBY
ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY GUARANTEES, AS A PRIMARY OBLIGOR AND
NOT MERELY AS SURETY, TO THE COLLATERAL AGENT FOR THE RATABLE BENEFIT OF THE
SECURED PARTIES THE PUNCTUAL PAYMENT WHEN DUE (BUT SUBJECT TO THE EXPIRATION OF
ANY GRACE PERIOD GRANTED BY THE SECURED PARTIES IN THEIR SOLE DISCRETION OR THE
GIVING OF ANY REQUIRED NOTICE PROVIDED FOR IN ANY SECURED TRANSACTION DOCUMENT),
WHETHER AT