BLOCKED ACCOUNT AGREEMENTS, CREDIT CARD NOTIFICATIONS, AND LANDLORD WAIVERS AND
CONSENTS PREVIOUSLY EXECUTED AND DELIVERED TO, OR FOR THE BENEFIT OF, THE
COLLATERAL AGENT SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL ALL SECURED
OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ON ACCOUNT OF THE OBLIGATIONS OWED
BY THE FACILITY GUARANTORS UNDER THE FACILITY GUARANTOR SECURITY DOCUMENTS) ARE
PAID IN FULL, THE LENDERS HAVE NO FURTHER COMMITMENT TO LEND, THE LETTER OF
CREDIT OUTSTANDINGS HAVE BEEN REDUCED TO ZERO OR FULLY CASH COLLATERALIZED IN A
MANNER REASONABLY SATISFACTORY TO THE ISSUING BANKS AND THE ADMINISTRATIVE
AGENT, AND THE ISSUING BANKS HAVE NO FURTHER OBLIGATION TO ISSUE LETTERS OF
CREDIT UNDER THE CREDIT AGREEMENT, AND ANY OBLIGATIONS RELATED TO LETTERS OF
CREDIT, CASH MANAGEMENT SERVICES OR BANK PRODUCTS HAVE BEEN FULLY CASH
COLLATERALIZED IN A MANNER REASONABLY SATISFACTORY TO THE RESPECTIVE LENDER TO
WHOM SUCH OBLIGATIONS ARE OWED.
SECTION 7.3
SAVINGS CLAUSE. NOTHING CONTAINED IN THIS
ARTICLE VII SHALL BE CONSTRUED TO NARROW THE SCOPE OF THE COLLATERAL AGENT'S
SECURITY INTEREST IN ANY OF THE COLLATERAL OR THE PERFECTION OR PRIORITY THEREOF
OR TO IMPAIR OR OTHERWISE LIMIT ANY OF THE COLLATERAL AGENT'S RIGHTS AND
REMEDIES HEREUNDER EXCEPT (AND THEN ONLY TO THE EXTENT) AS MANDATED BY THE UCC
OR THE PRUCC.
26
ARTICLE VIII
Miscellaneous
SECTION 8.1
NOTICES.
ALL COMMUNICATIONS AND NOTICES HEREUNDER
SHALL (EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREIN) BE IN WRITING AND GIVEN
AS PROVIDED IN SECTION 9.1 OF THE CREDIT AGREEMENT.
SECTION 8.2
SECURITY INTEREST ABSOLUTE.
ALL RIGHTS OF THE
COLLATERAL 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 8.3
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,