REMAIN LIABLE TO THE SECURED PARTY FOR THE FULL AMOUNT GUARANTEED
BY SUCH GRANTOR HEREUNDER.
2.3
NO SUBROGATION.
NOTWITHSTANDING ANY PAYMENT
MADE BY ANY GRANTOR HEREUNDER OR ANY SET-OFF OR APPLICATION OF FUNDS OF ANY
GRANTOR BY THE SECURED PARTY, NO GRANTOR SHALL BE ENTITLED TO BE SUBROGATED TO
ANY OF THE RIGHTS OF THE SECURED PARTY AGAINST ANY MX COMPANY OR ANY OTHER
GRANTOR OR ANY COLLATERAL SECURITY OR GUARANTY OR RIGHT OF OFF-SET HELD BY THE
SECURED PARTY FOR THE PAYMENT OF THE ISDA OBLIGATIONS, NOR SHALL ANY GRANTOR
SEEK OR BE ENTITLED TO SEEK ANY CONTRIBUTION OR REIMBURSEMENT FROM ANY MX
COMPANY OR ANY OTHER GRANTOR IN RESPECT OF PAYMENTS MADE BY SUCH GRANTOR
HEREUNDER, UNTIL THE DISCHARGE OF ISDA OBLIGATIONS. IF ANY AMOUNT SHALL BE PAID
TO ANY GRANTOR ON ACCOUNT OF SUCH SUBROGATION RIGHTS AT ANY TIME PRIOR TO THE
DISCHARGE OF ISDA OBLIGATIONS, SUCH AMOUNT SHALL BE HELD BY SUCH GRANTOR IN
TRUST FOR THE SECURED PARTY, SEGREGATED FROM OTHER FUNDS OF SUCH GRANTOR, AND
SHALL, FORTHWITH UPON RECEIPT BY SUCH GRANTOR, BE TURNED OVER TO THE SECURED
PARTY IN THE EXACT FORM RECEIVED BY SUCH GRANTOR (DULY ENDORSED BY SUCH GRANTOR
TO THE SECURED PARTY, IF REQUIRED), TO BE APPLIED AGAINST THE ISDA OBLIGATIONS,
WHETHER MATURED OR UNMATURED, IN ACCORDANCE WITH SECTION 6.5 HEREOF.
2.4
AMENDMENTS, ETC. WITH RESPECT TO THE ISDA
OBLIGATIONS.
EACH GRANTOR SHALL REMAIN OBLIGATED HEREUNDER NOTWITHSTANDING
THAT, WITHOUT ANY RESERVATION OF RIGHTS AGAINST ANY GRANTOR AND WITHOUT NOTICE
TO OR FURTHER ASSENT BY ANY GRANTOR, ANY DEMAND FOR PAYMENT OF ANY OF THE ISDA
OBLIGATIONS MADE BY THE SECURED PARTY MAY BE RESCINDED BY THE SECURED PARTY AND
ANY OF THE ISDA OBLIGATIONS CONTINUED, AND THE ISDA OBLIGATIONS, OR THE
LIABILITY OF ANY OTHER PERSON UPON OR FOR ANY PART THEREOF, OR ANY COLLATERAL
SECURITY OR GUARANTY THEREFOR OR RIGHT OF OFF-SET WITH RESPECT THERETO, MAY,
FROM TIME TO TIME, IN WHOLE OR IN PART, BE RENEWED, EXTENDED, AMENDED, MODIFIED,
ACCELERATED, COMPROMISED, WAIVED, SURRENDERED OR RELEASED BY THE SECURED PARTY,
AND THE ISDA DOCUMENTS AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED IN
CONNECTION THEREWITH MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR TERMINATED, IN
WHOLE OR IN PART, AS THE SECURED PARTY MAY DEEM ADVISABLE FROM TIME TO TIME.
THE SECURED PARTY SHALL NOT HAVE ANY OBLIGATION TO PROTECT, SECURE, PERFECT OR
INSURE ANY LIEN AT ANY TIME HELD BY IT AS SECURITY FOR THE ISDA OBLIGATIONS OR
FOR THE GUARANTY CONTAINED IN THIS SECTION 2 OR ANY PROPERTY SUBJECT THERETO.
The Secured Party may, from time to time, at its sole discretion and without
notice to any Grantor (or any of them), take any or all of the following
actions: (a) retain or obtain a security interest in any property of any Grantor
to secure any of the ISDA Obligations or any obligation hereunder, (b) retain or
obtain the primary or secondary obligation of any obligor or obligors, in
9
addition to the undersigned, with respect to any of