(collectively, the "Secured Obligations").
(b)
Capitalized terms used herein and not defined shall have the
meanings assigned to such terms in the Note Purchase Agreement and terms defined
in the Uniform Commercial Code as adopted by the State of Delaware ("UCC") shall
have the meanings assigned to such terms in the UCC.
SECTION 3.
SECURITY INTEREST ABSOLUTE.
THIS SECURITY AGREEMENT SHALL
6
BE CONSTRUED AS A CONTINUING, ABSOLUTE AND UNCONDITIONAL IRREVOCABLE GRANT OF
SECURITY INTEREST AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL PAYMENT IN
FULL OF ALL OF THE SECURED OBLIGATIONS.
THE LIABILITY OF THE BORROWERS UNDER
THIS SECURITY AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE NOTE PURCHASE AGREEMENT,
OR ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT RELATING TO ANY
THEREOF;
(B)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY OCCURRENCE OR CONDITION
WHATSOEVER, INCLUDING WITHOUT LIMITATION, (I) ANY COMPROMISE, SETTLEMENT,
RELEASE, WAIVER, RENEWAL, EXTENSION, INDULGENCE OR MODIFICATION OF, OR ANY
CHANGE IN, ANY OF THE OBLIGATIONS OF THE BORROWERS CONTAINED IN THE NOTE
PURCHASE AGREEMENT OR ANY LOAN DOCUMENT, (II) THE ASSERTION OR EXERCISE BY ANY
BORROWER, THE COLLATERAL AGENT OR THE PURCHASERS OF ANY RIGHTS OR REMEDIES,
(III) THE EXTENSION OF THE TIME FOR PAYMENT BY THE BORROWERS OF ANY PAYMENTS OR
OTHER SUMS OR ANY PART THEREOF OWING OR PAYABLE UNDER ANY OF THE TERMS AND
PROVISIONS OF ANY LOAN DOCUMENT OR OF THE TIME FOR PERFORMANCE BY THE BORROWERS
OF ANY OTHER OBLIGATIONS UNDER OR ARISING OUT OF ANY TERMS OR PROVISIONS OR THE
EXTENSION OF THE RENEWAL OF ANY THEREOF, (IV) THE MODIFICATION OR AMENDMENT
(WHETHER MATERIAL OR OTHERWISE) OF ANY DUTY, AGREEMENT OR OBLIGATION OF THE
BORROWERS SET FORTH IN ANY LOAN DOCUMENT, OR (V) THE RELEASE OR DISCHARGE OF THE
BORROWERS FROM THE PERFORMANCE OR OBSERVANCE OF ANY AGREEMENT, COVENANT, TERM OR
CONDITION CONTAINED IN ANY OF SUCH INSTRUMENTS BY OPERATION OF LAW; OR
(C)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY EXCHANGE, RELEASE OR
NON-PERFECTION OF ANY COLLATERAL, OR ANY RELEASE OR AMENDMENT OR WAIVER OF OR
CONSENT TO DEPARTURE FROM ANY OTHER SECURITY AGREEMENT, FOR ALL OR ANY OF THE
SECURED OBLIGATIONS.
SECTION 4.
BORROWERS REMAIN LIABLE.
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, (A) EACH BORROWER SHALL REMAIN LIABLE UNDER THE CONTRACTS AND
AGREEMENTS INCLUDED IN THE COLLATERAL TO THE EXTENT SET FORTH THEREIN TO PERFORM
ALL OF ITS DUTIES AND OBLIGATIONS THEREUNDER TO THE SAME EXTENT AS IF THIS
SECURITY AGREEMENT HAD NOT BEEN EXECUTED, (B) THE EXERCISE BY THE COLLATERAL
AGENT OF ANY OF THE RIGHTS HEREUNDER SHALL NOT RELEASE BORROWERS FROM ANY OF
THEIR DUTIES OR OBLIGATIONS UNDER THE CONTRACTS AND AGREEMENTS INCLUDED IN THE
COLLATERAL, AND (C) THE COLLATERAL AGENT SHALL NOT HAVE ANY OBLIGATION OR
LIABILITY UNDER THE CONTRACTS AND AGREEMENTS INCLUDED IN THE COLLATERAL BY
REASON OF THIS SECURITY AGREEMENT, NOR SHALL THE COLLATERAL AGENT BE OBLIGATED
TO PERFORM ANY OF THE OBLIGATIONS OR DUTIES OF THE BORROWERS THEREUNDER