OTHER
PROPERTY RELATING TO, USED OR USEFUL IN CONNECTION WITH, EVIDENCING, EMBODYING,
INCORPORATING OR REFERRING TO, ANY OF THE FOREGOING IN THIS SECTION 2.1.;
(K)
INTENTIONALLY OMITTED
3
(L)
ALL PRODUCTS, OFFSPRING, RENTS, ISSUES, PROFITS, RETURNS, INCOME
AND PROCEEDS OF AND FROM ANY AND ALL OF THE FOREGOING COLLATERAL (INCLUDING,
WITHOUT LIMITATION, PROCEEDS DEPOSITED FROM TIME TO TIME IN ANY DEPOSIT ACCOUNTS
OR IN ANY LOCK BOXES OF GRANTOR), AND, TO THE EXTENT NOT OTHERWISE INCLUDED, ALL
PAYMENTS UNDER INSURANCE (WHETHER OR NOT AGENT IS THE LOSS PAYEE THEREOF), OR
ANY INDEMNITY, WARRANTY OR GUARANTY, PAYABLE BY REASON OF LOSS OR DAMAGE TO OR
OTHERWISE WITH RESPECT TO ANY OF THE FOREGOING COLLATERAL.
SECTION 2.2.
SECURITY FOR THE OBLIGATION.
THIS SECURITY AGREEMENT SECURES THE
PAYMENT AND PERFORMANCE OF THE OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ALL
OBLIGATIONS NOW OR HEREAFTER EXISTING UNDER THE CREDIT AGREEMENT, THE NOTES, THE
GUARANTY, THIS SECURITY AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS TO WHICH
ANY OF GRANTOR OR THE BORROWERS IS OR MAY BECOME A PARTY, WHETHER FOR PRINCIPAL,
INTEREST, COSTS, FEES, EXPENSES OR OTHERWISE (INCLUDING ALL SUCH AMOUNTS WHICH
WOULD BECOME DUE BUT FOR THE OPERATION OF THE AUTOMATIC STAY UNDER SECTION
362(A) OF THE UNITED STATES BANKRUPTCY CODE, 11 U.S.C. § 362(A), AND THE
OPERATION OF SECTIONS 502(B) AND 506(B) OF THE UNITED STATES BANKRUPTCY CODE, 11
U.S.C. §§ 502(B) AND 506(B)) (ALL OF THE FOREGOING, TOGETHER WITH ALL RENEWALS,
EXTENSIONS AND MODIFICATIONS OF ALL OR ANY PART THEREOF, BEING THE "SECURED
INDEBTEDNESS").
SECTION 2.3.
CONTINUING SECURITY INTEREST; TRANSFER OF NOTES.
THIS SECURITY
AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE COLLATERAL AND
SHALL:
(A)
REMAIN IN FULL FORCE AND EFFECT UNTIL PAYMENT IN FULL OF THE
SECURED INDEBTEDNESS AND THE TERMINATION OF ALL COMMITMENTS;
(B)
BE BINDING UPON GRANTOR, ITS SUCCESSORS, TRANSFEREES AND ASSIGNS;
AND
(C)
INURE, TOGETHER WITH THE RIGHTS AND REMEDIES OF AGENT HEREUNDER,
TO THE BENEFIT OF AGENT AND EACH OTHER LENDER PARTY.
Without limiting the generality of the foregoing clause (c), any Lender Party
may assign or otherwise transfer (in whole or in part) any note held by it to
any other Person or entity, and such other Person or entity shall thereupon
become vested with all the rights and benefits in respect thereof granted to
such Lender Party under any Loan Document (including this Security Agreement),
or otherwise, subject, however, to any contrary provisions in such assignment or
transfer, and to the provisions of the Credit Agreement.
Upon the payment in
full of the Secured Indebtedness and the termination of all Commitments, the
security interest granted herein shall terminate and all rights to the
Collateral shall revert to Grantor.
Upon any such termination, Agent will, at
Grantor's sole expense, execute and deliver to Grantor such documents as Grantor
shall reasonably request to evidence such termination.
SECTION 2.4.
GRANTOR REMAINS LIABLE.
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING:
4
(A)
GRANTOR SHALL REMAIN LIABLE UNDER THE CONTRACTS AND AGREEMENTS
INCLUDED IN THE COLLATERAL TO THE EXTENT