ADMINISTRATIVE AGENT, OF ANY BAILEE
HAVING POSSESSION OF ANY OF THE COLLATERAL THAT THE BAILEE HOLDS SUCH COLLATERAL
FOR THE ADMINISTRATIVE AGENT, (B) TO OBTAIN "CONTROL" OF ANY SECURITIES
ACCOUNTS, CONCENTRATION ACCOUNTS, LETTER-OF-CREDIT RIGHTS, OR ELECTRONIC CHATTEL
PAPER, WITH ANY AGREEMENTS ESTABLISHING CONTROL TO BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT (AND WHICH MAY ALSO BE FOR THE BENEFIT
OF THE ABL AGENT), AND (C) OTHERWISE TO INSURE THE CONTINUED PERFECTION OF
28
THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN ANY OF THE COLLATERAL WITH THE
PRIORITY DESCRIBED IN SECTION 3.03 AND OF THE PRESERVATION OF ITS RIGHTS
THEREIN.
SECTION 7.03.
SAVINGS CLAUSE.
NOTHING CONTAINED IN THIS ARTICLE VII SHALL BE
CONSTRUED TO NARROW THE SCOPE OF THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN
ANY OF THE COLLATERAL OR THE PERFECTION OR PRIORITY THEREOF OR TO IMPAIR OR
OTHERWISE LIMIT ANY OF THE ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES HEREUNDER
EXCEPT (AND THEN ONLY TO THE EXTENT) AS MANDATED BY THE UCC OR THE PRUCC.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01.
NOTICES.
ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL (EXCEPT
AS OTHERWISE EXPRESSLY PERMITTED HEREIN) BE IN WRITING AND GIVEN AS PROVIDED IN
SECTION 10.02 OF THE CREDIT AGREEMENT.
SECTION 8.02.
SECURITY INTEREST ABSOLUTE.
ALL RIGHTS OF THE ADMINISTRATIVE
AGENT HEREUNDER, THE SECURITY INTEREST AND ALL OBLIGATIONS OF THE GRANTORS
HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF (A) ANY LACK OF
VALIDITY OR ENFORCEABILITY OF THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, ANY
AGREEMENT WITH RESPECT TO ANY OF THE SECURED OBLIGATIONS OR ANY OTHER AGREEMENT
OR INSTRUMENT RELATING TO ANY OF THE FOREGOING, (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 THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER
AGREEMENT OR INSTRUMENT, (C) ANY EXCHANGE, RELEASE OR NON-PERFECTION OF ANY LIEN
ON OTHER COLLATERAL, OR ANY RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT UNDER
OR DEPARTURE FROM ANY GUARANTEE, SECURING OR GUARANTEEING ALL OR ANY OF THE
SECURED OBLIGATIONS, OR (D) ANY OTHER CIRCUMSTANCE THAT MIGHT OTHERWISE
CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF, ANY GRANTOR IN RESPECT OF
THE SECURED OBLIGATIONS OR THIS AGREEMENT.
SECTION 8.03.
SURETYSHIP WAIVERS BY GRANTORS.
THE GRANTORS WAIVE DEMAND,
NOTICE, PROTEST, NOTICE OF ACCEPTANCE OF THIS AGREEMENT, NOTICE OF LOANS MADE,
CREDIT EXTENDED, COLLATERAL RECEIVED OR DELIVERED OR OTHER ACTION TAKEN IN
RELIANCE HEREON AND ALL OTHER DEMANDS AND NOTICES OF ANY DESCRIPTION.
WITH
RESPECT TO BOTH THE SECURED OBLIGATIONS AND THE COLLATERAL, EACH GRANTOR ASSENTS
TO ANY EXTENSION OR POSTPONEMENT OF THE TIME OF PAYMENT OR ANY OTHER INDULGENCE,
TO ANY SUBSTITUTION, EXCHANGE OR RELEASE OF OR FAILURE TO PERFECT ANY SECURITY
INTEREST IN ANY COLLATERAL, TO THE ADDITION OR RELEASE OF ANY PARTY OR PERSON
PRIMARILY OR SECONDARILY LIABLE, TO THE ACCEPTANCE OF PARTIAL PAYMENT THEREON
AND THE SETTLEMENT, COMPROMISING OR ADJUSTING OF ANY THEREOF,