Common use of Security Interests Absolute Clause in Contracts

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each U.S. Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such U.S. Loan Party, any other U.S. Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each U.S. Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other U.S. Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any U.S. Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any U.S. Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any U.S. Finance Obligation or any release of any other obligor or U.S. Loan Parties in respect of any U.S. Finance Obligation; (iv) any change in the existence, structure or ownership of any U.S. Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any other U.S. Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any U.S. Finance Obligation; (v) the existence of any claim, set-off or other right (other than a defense of payment or performance) which any U.S. Loan Party may have at any time against any other U.S. Loan Party, any Agent, any other Secured Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any other U.S. Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any U.S. Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by any other U.S. Loan Party of any U.S. Finance Obligation; (vii) any failure by any Secured Party: (A) to file or enforce a claim against any U.S. Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any U.S. Loan Party of any new or additional indebtedness or obligation under or with respect to the U.S. Finance Obligations; (C) to commence any action against any U.S. Loan Party; (D) to disclose to any U.S. Loan Party any facts which such Secured Party may now or hereafter know with regard to any U.S. Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the U.S. Finance Obligations; (viii) any direction as to application of payment by any other U.S. Loan Party or any other Person; (ix) any subordination by any Secured Party of the payment of any U.S. Finance Obligation to the payment of any other liability (whether matured or unmatured) of any U.S. Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any U.S. Loan Party of any right to subrogation, contribution or reimbursement against any other U.S. Loan Party or any right to recover full indemnity for any payments made by such U.S. Loan Party in respect of the U.S. Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any U.S. Loan Party or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any U.S. Loan Party’s obligations hereunder, except that a U.S. Loan Party may assert the defense of final payment in full of the U.S. Finance Obligations. Each U.S. Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any U.S. Loan Party hereunder. This Agreement shall remain fully enforceable against each U.S. Loan Party irrespective of any defenses that any other U.S. Loan Party may have or assert in respect of the U.S. Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a U.S. Loan Party may assert the defense of final Discharge of U.S. Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each U.S. Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such U.S. Loan Party, any other U.S. Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each U.S. Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other U.S. Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any U.S. Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any U.S. Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any U.S. Finance Obligation or any release of any other obligor or U.S. Loan Parties in respect of any U.S. Finance Obligation; (iv) any change in the existence, structure or ownership of any U.S. Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any other U.S. Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any U.S. Finance Obligation;; 1822044.7 12 (v) the existence of any claim, set-off or other right (other than a defense of payment or performance) which any U.S. Loan Party may have at any time against any other U.S. Loan Party, any Agent, any other Secured Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any other U.S. Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any U.S. Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by any other U.S. Loan Party of any U.S. Finance Obligation; (vii) any failure by any Secured Party: (A) to file or enforce a claim against any U.S. Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any U.S. Loan Party of any new or additional indebtedness or obligation under or with respect to the U.S. Finance Obligations; (C) to commence any action against any U.S. Loan Party; (D) to disclose to any U.S. Loan Party any facts which such Secured Party may now or hereafter know with regard to any U.S. Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the U.S. Finance Obligations; (viii) any direction as to application of payment by any other U.S. Loan Party or any other Person; (ix) any subordination by any Secured Party of the payment of any U.S. Finance Obligation to the payment of any other liability (whether matured or unmatured) of any U.S. Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any U.S. Loan Party of any right to subrogation, contribution or reimbursement against any other U.S. Loan Party or any right to recover full indemnity for any payments made by such U.S. Loan Party in respect of the U.S. Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any U.S. Loan Party or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any U.S. Loan Party’s obligations hereunder, except that a U.S. Loan Party may assert the defense of final payment in full of the U.S. Finance Obligations. Each U.S. Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any U.S. Loan Party hereunder. This Agreement shall remain fully enforceable against each U.S. Loan Party irrespective of any defenses that any other U.S. Loan Party may have or assert in respect of the U.S. Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a U.S. Loan Party may assert the defense of final Discharge of U.S. Finance Obligations.