or purchasers of the Collateral so sold and such
purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid over to the Collateral Agent or such officer or
be answerable in any way for the misapplication thereof.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. NOTICES.
ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL (EXCEPT
AS OTHERWISE EXPRESSLY PERMITTED HEREIN) BE IN WRITING AND GIVEN AS PROVIDED IN
SECTION 9.01 OF THE CREDIT AGREEMENT.
ALL COMMUNICATIONS AND NOTICES HEREUNDER
TO THE GRANTOR SHALL BE GIVEN TO IT IN CARE OF THE BORROWER AS PROVIDED IN
SECTION 9.01 OF THE CREDIT AGREEMENT.
SECTION 4.02. SECURITY INTEREST ABSOLUTE.
ALL RIGHTS OF THE COLLATERAL AGENT
HEREUNDER, THE SECURITY INTEREST, THE GRANT OF A SECURITY INTEREST IN THE
COLLATERAL AND ALL OBLIGATIONS OF THE GRANTOR HEREUNDER SHALL BE ABSOLUTE AND
UNCONDITIONAL
11
IRRESPECTIVE OF (A) ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE LOAN PROCEEDS
NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, ANY AGREEMENT WITH RESPECT
TO ANY OF THE 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 OBLIGATIONS, OR ANY OTHER AMENDMENT OR
WAIVER OF OR ANY CONSENT TO ANY DEPARTURE FROM THE LOAN PROCEEDS NOTE, 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 OBLIGATIONS, OR (D) ANY
OTHER CIRCUMSTANCE THAT MIGHT OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A
DISCHARGE OF, THE GRANTOR IN RESPECT OF THE OBLIGATIONS OR THIS AGREEMENT.
SECTION 4.03. SURVIVAL OF AGREEMENT.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS
AND WARRANTIES MADE BY THE GRANTOR IN THE LOAN PROCEEDS NOTE, THE LOAN DOCUMENTS
AND IN THE CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION
WITH OR PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE
CONSIDERED TO HAVE BEEN RELIED UPON BY THE OTHER PARTIES HERETO AND SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THE LOAN PROCEEDS NOTE, THE LOAN DOCUMENTS
AND THE MAKING OF ANY LOANS, REGARDLESS OF ANY INVESTIGATION MADE BY ANY SUCH
OTHER PARTY OR ON ITS BEHALF AND NOTWITHSTANDING THAT THE SECURED PARTY, THE
COLLATERAL AGENT OR ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF ANY DEFAULT
OR INCORRECT REPRESENTATION OR WARRANTY AT THE TIME ANY CREDIT IS EXTENDED UNDER
THE CREDIT AGREEMENT, AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS THE
PRINCIPAL OF OR ANY ACCRUED INTEREST ON ANY LOAN OR ANY FEE OR ANY OTHER AMOUNT
PAYABLE UNDER ANY LOAN DOCUMENT IS OUTSTANDING.
SECTION 4.04. BINDING EFFECT; SEVERAL AGREEMENT.
THIS AGREEMENT SHALL BECOME
EFFECTIVE AS TO THE GRANTOR AND THE SECURED PARTY WHEN A COUNTERPART HEREOF
EXECUTED ON BEHALF OF SUCH PARTY