IT AT ITS ADDRESS OR TELECOPY
NUMBER SET FORTH ON SCHEDULE I, WITH A COPY TO THE PARENT BORROWER.
SECTION 8.02.
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
23
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 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, ANY
GRANTOR IN RESPECT OF THE OBLIGATIONS OR THIS AGREEMENT.
SECTION 8.03.
SURVIVAL OF AGREEMENT.
ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY ANY GRANTOR HEREIN AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH OR
PURSUANT TO THIS AGREEMENT SHALL BE CONSIDERED TO HAVE BEEN RELIED UPON BY THE
SECURED PARTIES AND SHALL SURVIVE THE MAKING BY THE LENDERS OF THE LOANS, AND
THE EXECUTION AND DELIVERY TO THE LENDERS OF ANY NOTES EVIDENCING SUCH LOANS,
REGARDLESS OF ANY INVESTIGATION MADE BY THE LENDERS OR ON THEIR BEHALF, AND
SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL THIS AGREEMENT SHALL TERMINATE.
SECTION 8.04.
BINDING EFFECT; SEVERAL AGREEMENT.
THIS AGREEMENT SHALL
BECOME EFFECTIVE AS TO ANY GRANTOR WHEN A COUNTERPART HEREOF EXECUTED ON BEHALF
OF SUCH GRANTOR SHALL HAVE BEEN DELIVERED TO THE COLLATERAL AGENT AND A
COUNTERPART HEREOF SHALL HAVE BEEN EXECUTED ON BEHALF OF THE COLLATERAL AGENT,
AND THEREAFTER SHALL BE BINDING UPON SUCH GRANTOR AND THE COLLATERAL AGENT AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SUCH
GRANTOR, THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, EXCEPT THAT NO GRANTOR SHALL HAVE THE RIGHT TO ASSIGN OR
TRANSFER ITS RIGHTS OR OBLIGATIONS HEREUNDER OR ANY INTEREST HEREIN OR IN THE
COLLATERAL (AND ANY SUCH ASSIGNMENT OR TRANSFER SHALL BE VOID) EXCEPT AS
EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR THE CREDIT AGREEMENT.
THIS
AGREEMENT SHALL BE CONSTRUED AS A SEPARATE AGREEMENT WITH RESPECT TO EACH
GRANTOR AND MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED OR RELEASED WITH
RESPECT TO ANY GRANTOR WITHOUT THE APPROVAL OF ANY OTHER GRANTOR AND WITHOUT
AFFECTING THE OBLIGATIONS OF ANY OTHER GRANTOR HEREUNDER.
SECTION 8.05.
SUCCESSORS AND ASSIGNS.
WHENEVER IN THIS AGREEMENT ANY OF
THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE