UNDER THIS AGREEMENT SHALL BE MADE OR
DEEMED TO BE MADE AT AND AS OF THE AGREEMENT DATE, AT THE EFFECTIVE DATE AND AT
AND AS OF THE DATE OF MAKING EACH LOAN.
ALL REPRESENTATIONS AND WARRANTIES MADE
OR DEEMED TO BE MADE UNDER THIS AGREEMENT SHALL SURVIVE AND NOT BE WAIVED BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, ANY INVESTIGATION MADE BY OR ON BEHALF
OF THE ADMINISTRATIVE AGENT OR ANY LENDER, OR ANY BORROWING HEREUNDER.
ARTICLE 7
SECURITY INTEREST
SECTION 7.1
SECURITY INTEREST.
(A)
TO SECURE THE PAYMENT, OBSERVANCE AND PERFORMANCE OF THE SECURED
OBLIGATIONS, THE BORROWER HEREBY MORTGAGES, PLEDGES AND ASSIGNS ALL OF THE
COLLATERAL OWNED BY IT OR IN WHICH IT HAS AN INTEREST TO THE ADMINISTRATIVE
AGENT AND GRANTS TO THE ADMINISTRATIVE AGENT A CONTINUING SECURITY INTEREST IN,
AND A CONTINUING LIEN UPON, ALL OF SUCH COLLATERAL.
(B)
AS ADDITIONAL SECURITY FOR ALL OF THE SECURED OBLIGATIONS, THE
BORROWER GRANTS TO THE ADMINISTRATIVE AGENT A SECURITY INTEREST IN, AND ASSIGNS
TO THE ADMINISTRATIVE AGENT ALL OF THE BORROWER'S RIGHT, TITLE AND INTEREST IN
AND TO, ANY DEPOSITS OR OTHER SUMS AT ANY TIME CREDITED BY OR DUE FROM EACH
LENDER AND EACH AFFILIATE OF A LENDER TO THE BORROWER, OR CREDITED BY OR DUE
FROM ANY PARTICIPANT OF ANY LENDER TO THE BORROWER, WITH THE SAME RIGHTS THEREIN
AS IF THE DEPOSITS OR OTHER SUMS WERE CREDITED BY OR DUE FROM THE ADMINISTRATIVE
AGENT.
THE BORROWER HEREBY AUTHORIZES EACH LENDER AND EACH AFFILIATE OF SUCH
LENDER AND EACH PARTICIPANT TO PAY OR DELIVER TO THE ADMINISTRATIVE AGENT, FOR
THE ACCOUNT OF THE LENDERS, WITHOUT ANY NECESSITY ON THE ADMINISTRATIVE AGENT'S
OR ANY LENDER'S PART TO RESORT TO OTHER SECURITY OR SOURCES OF REIMBURSEMENT FOR
THE SECURED OBLIGATIONS, AT ANY TIME DURING THE CONTINUATION OF ANY EVENT OF
DEFAULT OR IN THE EVENT THAT THE ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS,
SHOULD MAKE DEMAND FOR PAYMENT HEREUNDER AND WITHOUT FURTHER NOTICE TO THE
BORROWER (SUCH NOTICE BEING EXPRESSLY WAIVED), ANY OF THE AFORESAID DEPOSITS
(GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) OR OTHER SUMS FOR
APPLICATION TO ANY SECURED OBLIGATION, IRRESPECTIVE OF WHETHER ANY DEMAND HAS
BEEN MADE OR WHETHER SUCH SECURED OBLIGATION IS MATURE, AND THE RIGHTS GIVEN THE
ADMINISTRATIVE AGENT, THE LENDERS, THEIR AFFILIATES AND PARTICIPANTS HEREUNDER
ARE CUMULATIVE WITH EACH SUCH PERSON'S OTHER RIGHTS AND REMEDIES, INCLUDING
OTHER RIGHTS OF SET-OFF.
THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY THE
BORROWER OF ITS RECEIPT OF ANY SUCH FUNDS FOR APPLICATION TO THE SECURED
OBLIGATIONS, BUT FAILURE TO DO SO WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
THEREOF.
THE ADMINISTRATIVE AGENT MAY GIVE NOTICE OF THE ABOVE GRANT OF A
SECURITY INTEREST IN AND ASSIGNMENT OF THE AFORESAID DEPOSITS AND OTHER SUMS AND
AUTHORIZATION TO, AND MAKE ANY SUITABLE ARRANGEMENTS WITH, ANY LENDER OR ANY
SUCH AFFILIATE OR PARTICIPANT OF ANY LENDER FOR EFFECTUATION THEREOF, AND THE
BORROWER HEREBY IRREVOCABLY APPOINTS THE ADMINISTRATIVE AGENT AS ITS ATTORNEY TO
COLLECT ANY AND ALL