SUCH GRANTOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION.
SECTION 24.
SECURITY INTEREST ABSOLUTE.
All rights of the Collateral Agent and the other Secured Parties and the
pledge, assignment and security interest hereunder, and all obligations of each
Grantor hereunder, shall be irrevocable, absolute and unconditional irrespective
of, and each Grantor hereby irrevocably waives (to the maximum extent permitted
by applicable law) any defenses it may now have or may hereafter acquire in any
way relating to, any or all of the following:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT
OR ANY OTHER AGREEMENT OR INSTRUMENT RELATING THERETO;
(B)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN
ANY OTHER TERM OF, ALL OR ANY OF THE SECURED OBLIGATIONS OR ANY OTHER AMENDMENT
OR WAIVER OF OR ANY CONSENT TO ANY DEPARTURE FROM ANY LOAN DOCUMENT, INCLUDING,
WITHOUT LIMITATION, ANY INCREASE IN THE SECURED OBLIGATIONS RESULTING FROM THE
EXTENSION OF ADDITIONAL CREDIT TO THE BORROWER OR OTHERWISE;
(C)
ANY TAKING, EXCHANGE, RELEASE OR NON-PERFECTION OF ANY
COLLATERAL OR ANY OTHER COLLATERAL, OR ANY TAKING, RELEASE OR AMENDMENT OR
WAIVER OF OR CONSENT TO DEPARTURE FROM ANY GUARANTY, FOR ALL OR ANY OF THE
SECURED OBLIGATIONS;
(D)
ANY MANNER OF APPLICATION OF ANY COLLATERAL OR ANY OTHER
COLLATERAL, OR PROCEEDS THEREOF, TO ALL OR ANY OF THE SECURED OBLIGATIONS, OR
ANY MANNER OF SALE OR OTHER DISPOSITION OF ANY COLLATERAL OR ANY OTHER
COLLATERAL FOR ALL OR ANY OF THE SECURED OBLIGATIONS OR ANY OTHER ASSETS OF ANY
CREDIT PARTY;
(E)
ANY CHANGE, RESTRUCTURING OR TERMINATION OF THE CORPORATE
STRUCTURE OR EXISTENCE OF ANY CREDIT PARTY;
(F)
ANY FAILURE OF ANY SECURED PARTY TO DISCLOSE TO ANY CREDIT
PARTY ANY MATERIAL INFORMATION RELATING TO THE BUSINESS, FINANCIAL CONDITION,
OPERATIONS, PERFORMANCE,
18
ASSETS, NATURE OF ASSETS, LIABILITIES OR PROSPECTS OF ANY OTHER CREDIT PARTY NOW
OR HEREAFTER KNOWN TO SUCH SECURED PARTY (EACH GRANTOR WAIVING ANY DUTY ON THE
PART OF THE SECURED PARTIES TO DISCLOSE SUCH INFORMATION);
(G)
THE FAILURE OF ANY OTHER PERSON TO EXECUTE THIS SECURITY
AGREEMENT OR ANY OTHER SECURITY DOCUMENT, GUARANTY OR AGREEMENT OR THE RELEASE
OR REDUCTION OF LIABILITY OF ANY GRANTOR OR ANY OTHER GRANTOR OR SURETY WITH
RESPECT TO THE SECURED OBLIGATIONS; OR
(H)
ANY OTHER CIRCUMSTANCE (INCLUDING, WITHOUT LIMITATION, ANY
STATUTE OF LIMITATIONS) OR ANY EXISTENCE OF OR RELIANCE ON ANY REPRESENTATION BY
ANY SECURED PARTY THAT MIGHT OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A
DISCHARGE OF SUCH GRANTOR OR A THIRD PARTY GRANTOR OF A SECURITY INTEREST.
This Security Agreement shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Secured Obligations is
rescinded or must otherwise be returned by any Secured Party or by any other
Person upon the insolvency, bankruptcy or reorganization of any Credit Party or
otherwise, all as though such payment had not been made.
SECTION 25.
ASSIGNMENT OF RENTS.
The Borrower hereby absolutely and