release the Lien and security interest created by this Security
Agreement with respect to the Properties as provided in Section 8.8 of the
Participation Agreement or to grant the easements and permit the other matters
provided for in Section 8.5 of the Participation Agreement.
22.
MISCELLANEOUS.
(a)
This Security Agreement is one (1) of the documents which create
Liens and security interests that secure payment and performance of the
Obligations.
The Agent, at its election, may commence or consolidate in a
single action all proceedings to realize upon all such Liens and security
interests.
(b)
[Intentionally Omitted.]
(c)
THE PROVISIONS OF THE PARTICIPATION AGREEMENT RELATING TO
SUBMISSION TO JURISDICTION AND VENUE ARE HEREBY INCORPORATED BY REFERENCE
HEREIN, MUTATIS MUTANDIS.
23.
CONFLICTS WITH PARTICIPATION AGREEMENT.
Notwithstanding any other provision hereof, in the event of any conflict between
the terms of this Security Agreement and the Participation Agreement, the terms
of the Participation Agreement shall govern.
24.
LESSEE AS A PARTY.
LESSEE HAS EXECUTED THIS SECURITY AGREEMENT FOR THE PURPOSE OF SUBJECTING TO THE
SECURITY INTERESTS GRANTED HEREUNDER ALL OF ITS RIGHT, TITLE, ESTATE AND
INTEREST, IF ANY, IN AND TO THE TRUST PROPERTY TO SECURE ITS OBLIGATIONS UNDER
THE OPERATIVE AGREEMENTS.
ACCORDINGLY, LESSEE HEREBY GRANTS TO THE AGENT (FOR
THE BENEFIT OF THE LENDERS AND THE HOLDERS) A SECURITY INTEREST IN AND TO ALL OF
ITS RIGHT, TITLE, ESTATE AND INTEREST, IF ANY, IN AND TO THE TRUST PROPERTY (TO
THE EXTENT
8
LESSEE HAS ANY RIGHT, TITLE OR INTEREST THEREIN AND WITHOUT REGARD TO ANY
LANGUAGE IN SECTION 2 OR THE DEFINITION OF "TRUST PROPERTY" OR ANY DEFINITION OF
ANY ITEM CONSTITUTING THE TRUST PROPERTY WHICH OTHERWISE WOULD LIMIT THE TRUST
PROPERTY TO THE RIGHT, TITLE AND INTEREST OF THE BORROWER THEREIN) TO SECURE ITS
OBLIGATIONS UNDER THE OPERATIVE AGREEMENTS.
LESSEE ACKNOWLEDGES AND AGREES
THAT, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE AGENT SHALL HAVE THE RIGHT
TO EXERCISE ANY OR ALL OF ITS REMEDIES HEREUNDER AS AGAINST ANY SUCH RIGHT,
TITLE, ESTATE OR INTEREST OF LESSEE IN OR TO THE TRUST PROPERTY.
25.
ENTIRE AGREEMENT.
THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER OPERATIVE AGREEMENTS, REPRESENTS
THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN AND
THEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.
THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
[signature pages follow]
9
IN WITNESS WHEREOF, each of the undersigned have caused the Security Agreement
to be duly executed and delivered as of the date first above written.
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, but solely as the
Owner Trustee under the TSG Trust 1999-1
By:
/s/ Val T. Orton
Name:
Val T. Orton
Title:
Vice President
[signature pages continue]
10
BANK OF AMERICA N.A., as the Agent for the Lenders and the Holders
By:
/s/ Kevin C. Leader
Name:
Kevin C. Leader
Title:
Managing Director
11
Accepted and Agreed to:
SABRE INC.
By:
/s/ Jeffery