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such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect or <br />maintain the perfection of the security interests of the Administrative Agent under this Agreement. The <br />Pledgor agrees that such financing statements may describe the collateral in the same manner as described <br />in this Agreement or such other description as the Administrative Agent, in its reasonable judgment, <br />determines is necessary or advisable. A photographic or other reproduction of this Agreement shall be <br />sufficient as a financing statement or other filing or recording document or instrument for filing or <br />recording in any jurisdiction. <br />SECTION 7. LIEN ABSOLUTE <br />7.1 Security Interest Absolute. All rights of the Administrative Agent and all obligations of the <br />Pledgor hereunder shall be absolute and unconditional irrespective of, and Pledgor hereby waives all <br />rights, claims, and defenses that it might otherwise have (now or in the future) (other than related to <br />payment and performance) with respect to, in each case: (a) any lack of validity or enforceability of the <br />Credit Agreement, any other Loan Document, any of the Secured Obligations or any other agreement or <br />instrument relating to any of the foregoing, (b) any renewal or extension of, or any increase in the amount <br />of the Secured Obligations, any change in the time, manner or place of payment of, or in any other term <br />of, all or any of the Secured Obligations, or any other amendment, supplement, modification or waiver of <br />or any consent to any departure from the Credit Agreement or any other Loan Document (other than this <br />Agreement) or any Secured Hedge Agreement or Secured Cash Management Agreement, (c) any defense, <br />set-off or counterclaim which may at any time be available to or be asserted by the Borrower or any other <br />Person against any Credit Party, (d) any exchange, release or nonperfection of any Lien on other <br />collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, <br />securing or guaranteeing all or any of the Secured Obligations or (e) any other circumstance that might <br />otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured <br />Obligations or this Agreement. <br />7.2 Continuing Rights. When making any demand hereunder or otherwise pursuing its <br />rights and remedies hereunder against the Pledgor, the Administrative Agent may, but shall be under no <br />obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have <br />against Borrower, the Pledgor or any other Person or against any collateral security or guarantee for the <br />Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative <br />Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from <br />Borrower, the Pledgor or any other Person or to realize upon any such collateral security or guarantee or <br />to exercise any such right of offset, or any release of Borrower, the Pledgor or any other Person or any <br />such collateral <br />12 <br />NY\5929604.13 <br />