Common use of Pledge Absolute and Unconditional Clause in Contracts

Pledge Absolute and Unconditional. (a) Except as provided in Section 8.12, each Grantor understands and agrees that the pledge and security grant contained in this Article II is, and shall be construed as, a continuing, complete, absolute and unconditional pledge and security grant, and each Grantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its Obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following: (i) the invalidity or unenforceability of any Secured Document, any of the Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against any Secured Party; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Grantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, the Obligations (or any part thereof or interest therein) in or as a result of such proceeding; (iv) any sale, lease, assignment, exchange, conveyance or transfer of any or all of the assets of the Borrower or any other Grantor, or any changes in the shareholders of the Borrower or any other Grantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of the Borrower or any other Grantor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part thereof from any Grantor; (A) any Secured Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured Party’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties or any of them for any reason; or (G) failure by any Secured Party to file or enforce a claim against the Borrower or the Borrower’s estate in any bankruptcy or insolvency case or proceeding; or (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 (with or without notice to or knowledge of the Borrower or such Grantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Grantor under the pledge and security grants contained in this Article II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, any Secured Party may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Grantor or any other Person liable on the Obligations or against any collateral security or pledge or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Grantor or any such other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Grantor or any such other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any such Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any such Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Pledge Absolute and Unconditional. (a) Except as provided in Section 8.128.13, each Grantor understands and agrees that the pledge and security grant contained in this Article II is, and shall be construed as, a continuing, complete, absolute and unconditional pledge and security grant, and each Grantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its Obligations obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following: (i) the invalidity or unenforceability of any Secured Document, any of the Obligations Indebtedness or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against any Secured Party; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Grantor or any other Person at any time liable for the payment of all or part of the ObligationsIndebtedness, including any discharge of, or bar or stay against collecting, the Obligations Indebtedness (or any part thereof or interest therein) in or as a result of such proceeding; (iv) any sale, lease, assignment, exchange, conveyance or transfer of any or all of the assets of the Borrower or any other Grantor, or any changes in the shareholders of the Borrower or any other Grantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of the Borrower or any other Grantor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations Indebtedness shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability collectibility or value of any of the Collateral for the ObligationsIndebtedness; (vii) the absence of any attempt to collect the Obligations Indebtedness or any part thereof from any Grantor; (A) any Secured Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured Party’s claim (or claims) for repayment of the ObligationsIndebtedness; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties or any of them for any reason; or (G) failure by any Secured Party to file or enforce a claim against the Borrower or the Borrower’s estate in any bankruptcy or insolvency case or proceeding; or (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 2.04 (with or without notice to or knowledge of the Borrower or such Grantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the ObligationsIndebtedness, or of such Grantor under the pledge and security grants contained in this Article II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, any Secured Party may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Grantor or any other Person liable on the Obligations Indebtedness or against any collateral security or pledge or guarantee for the Obligations Indebtedness or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Grantor or any such other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Grantor or any such other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any such Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any such Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Pledge Absolute and Unconditional. (a) Except as provided in Section 8.127.12, each Grantor Pledgor understands and agrees that the pledge and security grant contained in this Article ARTICLE II is, and shall be construed as, a continuing, completecompleted, absolute and unconditional pledge and security grantpledge, and each Grantor Pledgor hereby waives any defense of a surety or guarantor or pledgor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its Obligations obligations hereunder shall not be discharged or otherwise affected as a result of, any of the followingfollowing to the extent permitted by applicable law: (i) the invalidity or unenforceability of any Secured Document, any of the Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured PartyCreditor; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Borrower or any other Person against any Secured PartyCreditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the any Borrower or any other Grantor Pledgor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, the Obligations any Obligation (or any part thereof of them or interest therein) in or as a result of such proceeding; (iv) any sale, lease, assignment, exchange, conveyance lease or transfer of any or all of the assets of the any Borrower or any other GrantorPledgor, or any changes in the shareholders of the any Borrower or any other Grantorthe Pledgor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of the Borrower or any other GrantorPledgor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors Pledgors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability collectibility or value of any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part thereof of them from any GrantorPledgor; (A) any Secured PartyCreditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the BorrowerBorrowers, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured PartyCreditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties Creditors or any of them for any reason; or (G) failure by any Secured Party Creditor to file or enforce a claim against the any Borrower or the any Borrower’s estate in any bankruptcy or insolvency case or proceeding; or (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 2.04 (with or without notice to or knowledge of the Borrower Borrowers or such GrantorPledgor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Grantor Pledgor under the pledge and security grants contained in this Article ARTICLE II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GrantorPledgor, any Secured Party Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the any Borrower, any other Grantor Pledgor or any other Person liable on the Obligations or against any collateral security or pledge or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Party Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the any Borrower, any other Grantor Pledgor or any such other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the any Borrower, any other Grantor Pledgor or any such other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any such Grantor Pledgor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party Creditor against any such GrantorPledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Pledge Absolute and Unconditional. (a) Except as provided in Section 8.128.13, each Grantor Pledgor understands and agrees that the pledge and security grant contained in this Article II is, and shall be construed as, a continuing, complete, absolute and unconditional pledge and security grant, and each Grantor Pledgor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its Obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following: (i) the invalidity or unenforceability of any Secured Document, any of the Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against any Secured Party; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Grantor Pledgor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, the Obligations (or any part thereof or interest therein) in or as a result of such proceeding; (iv) any sale, lease, assignment, exchange, conveyance or transfer of any or all of the assets of the Borrower or any other GrantorPledgor, or any changes in the shareholders of the Borrower or any other GrantorPledgor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of the Borrower or any other GrantorPledgor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors Pledgors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part thereof from any GrantorPledgor; (A) any Secured Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured Party’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties or any of them for any reason; or (G) failure by any Secured Party to file or enforce a claim against the Borrower or the Borrower’s estate in any bankruptcy or insolvency case or proceeding; or (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 2.04 (with or without notice to or knowledge of the Borrower or such GrantorPledgor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Grantor Pledgor under the pledge and security grants contained in this Article II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GrantorPledgor, any Secured Party may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Grantor Pledgor or any other Person liable on the Obligations or against any collateral security or pledge or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Grantor Pledgor or any such other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Grantor Pledgor or any such other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any such Grantor Pledgor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any such GrantorPledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Pledge Absolute and Unconditional. (a) Except as provided in Section 8.122.01 and Section 8.12 hereof, each Grantor understands and agrees that the pledge and security grant grants contained in this Article II is, and shall be construed as, a continuing, completecompleted, absolute and unconditional pledge and security grant, and each Grantor hereby waives any defense defence of a surety or guarantor or Grantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its Obligations obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following, to the extent permitted by applicable law: (i) the invalidity or unenforceability of any Secured Document, any of the Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured PartyCreditor; (ii) any defensedefence, set-off or counterclaim (other than a defense defence of payment or performance) which may at any time be available to or be asserted by the Canadian Borrower or any other Person against any Secured PartyCreditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Canadian Borrower or any other Grantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, the Obligations any Borrower Obligation (or any part thereof of them or interest therein) in or as a result of such proceeding; (iv) any sale, lease, assignment, exchange, conveyance lease or transfer of any or all of the assets of the Canadian Borrower or any other Grantor, or any changes in the shareholders of the Canadian Borrower or any other Grantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of the Borrower or any other Grantor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability collectibility or value of any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part thereof of them from any Grantor; (viii) (A) any Secured Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured Party’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor favour of the Secured Parties Creditors or any of them for any reason; or (GB) failure by any Secured Party Creditor to file or enforce a claim against the Borrower Canadian Borrower’s or the Borrowerany Grantor’s estate in any bankruptcy or insolvency case or proceeding; or (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 hereof (with or without notice to or knowledge of the Canadian Borrower or such Grantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Canadian Borrower for the Obligations, or of such Grantor under the pledge and security grants contained in this Article II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, any Secured Party Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Canadian Borrower, any other Grantor or any other Person liable on the Obligations or against any collateral security or pledge or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Party Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Canadian Borrower, any other Grantor or any such other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the Canadian Borrower, any other Grantor or any such other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any such Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party Creditor against any such Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. (c) The security granted hereunder is in addition to and not in substitution for any other security now or hereafter held by the Canadian Administrative Agent as security for the Obligations.

Pledge Absolute and Unconditional. (a) Except as provided in Section 8.12, each Grantor understands and agrees that the pledge and security grant grants contained in this Article ARTICLE II is, and shall be construed as, a continuing, completecompleted, absolute and unconditional pledge and security grant, and each Grantor hereby waives any defense of a surety or guarantor or Grantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its Obligations obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following: (i) the invalidity or unenforceability of any Secured Document, any of the Borrower Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured PartyCreditor; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against any Secured PartyCreditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other Grantor or any other Person at any time liable for the payment of all or part of the Borrower Obligations, including any discharge of, or bar or stay against collecting, the Obligations Borrower Obligation (or any part thereof of them or interest therein) in or as a result of such proceeding; (iv) any sale, lease, assignment, exchange, conveyance or transfer of any or all of the assets of the Borrower or any other Grantor, or any changes in the shareholders of the Borrower or any other the Grantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of the Borrower or any other Grantor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Borrower Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability collectibility or value of any of the Collateral for the Borrower Obligations; (vii) the absence of any attempt to collect the Borrower Obligations or any part thereof of them from any Grantor; (A) any Secured PartyCreditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured PartyCreditor’s claim (or claims) for repayment of the Borrower Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties Creditors or any of them for any reason; or (G) failure by any Secured Party Creditor to file or enforce a claim against the Borrower or the Borrower’s estate in any bankruptcy or insolvency case or proceeding; or (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 2.04 (with or without notice to or knowledge of the Borrower or such Grantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Grantor under the pledge and security grants contained in this Article ARTICLE II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, any Secured Party Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Grantor or any other Person liable on the Obligations or against any collateral security or pledge or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Grantor or any such other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Grantor or any such other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any such Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party Creditor against any such Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Pledge Absolute and Unconditional. (a) Except as provided in Section 8.12, each Grantor understands and agrees that the pledge and security grant grants contained in this Article ARTICLE II is, and shall be construed as, a continuing, completecompleted, absolute and unconditional pledge and security grant, and each Grantor hereby waives any defense of a surety or guarantor or Grantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its Obligations obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following: (i) the invalidity or unenforceability of any Secured Document, any of the Borrower Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured PartyCreditor; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Borrower or any other Person against any Secured PartyCreditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the any Borrower or any other Grantor or any other Person at any time liable for the payment of all or part of the Borrower Obligations, including any discharge of, or bar or stay against collecting, the Obligations any Borrower Obligation (or any part thereof of them or interest therein) in or as a result of such proceeding; (iv) any sale, lease, assignment, exchange, conveyance or transfer of any or all of the assets of the any Borrower or any other Grantor, or any changes in the shareholders of the any Borrower or any other the Grantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of the Borrower or any other Grantor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Borrower Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability collectibility or value of any of the Collateral for the Borrower Obligations; (vii) the absence of any attempt to collect the Borrower Obligations or any part thereof of them from any Grantor; (viii) (A) any Secured PartyCreditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the BorrowerBorrowers, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured PartyCreditor’s claim (or claims) for repayment of the Borrower Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties Creditors or any of them for any reason; or (G) failure by any Secured Party Creditor to file or enforce a claim against the any Borrower or the any Borrower’s estate in any bankruptcy or insolvency case or proceeding; or (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 2.04 (with or without notice to or knowledge of the Borrower Borrowers or such Grantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Borrower Obligations, or of such Grantor under the pledge and security grants contained in this Article ARTICLE II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, any Secured Party Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the any Borrower, any other Grantor or any other Person liable on the Obligations or against any collateral security or pledge or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the any Borrower, any other Grantor or any such other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the any Borrower, any other Grantor or any such other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any such Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party Creditor against any such Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Pledge Absolute and Unconditional. (a) Except as provided in Section 8.127.12, each Grantor Pledgor understands and agrees that the pledge and security grant contained in this Article II ARTICLE I is, and shall be construed as, a continuing, completecompleted, absolute and unconditional pledge and security grantpledge, and each Grantor Pledgor hereby waives any defense of a surety or guarantor or Pledgor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its Obligations obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following: (i) the invalidity or unenforceability of any Secured Document, any of the Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured PartyCreditor; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Borrower or any other Person against any Secured PartyCreditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the any Borrower or any other Grantor Pledgor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, the Obligations any Obligation (or any part thereof of them or interest therein) in or as a result of such proceeding; (iv) any sale, lease, assignment, exchange, conveyance lease or transfer of any or all of the assets of the any Borrower or any other GrantorPledgor, or any changes in the shareholders of the any Borrower or any other Grantorthe Pledgor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of the Borrower or any other GrantorPledgor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors Pledgors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part thereof of them from any GrantorPledgor; (A) any Secured PartyCreditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the BorrowerBorrowers, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured PartyCreditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties Creditors or any of them for any reason; or (G) failure by any Secured Party Creditor to file or enforce a claim against the any Borrower or the any Borrower’s estate in any bankruptcy or insolvency case or proceeding; or (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 1.04 (with or without notice to or knowledge of the Borrower Borrowers or such GrantorPledgor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Grantor Pledgor under the pledge and security grants contained in this Article IIARTICLE I, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GrantorPledgor, any Secured Party Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the any Borrower, any other Grantor Pledgor or any other Person liable on the Obligations or against any collateral security or pledge or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Party Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the any Borrower, any other Grantor Pledgor or any such other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the any Borrower, any other Grantor Pledgor or any such other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any such Grantor Pledgor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party Creditor against any such GrantorPledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Pledge Absolute and Unconditional. (a) Except as provided in Section 8.12, each Grantor understands and agrees that the pledge and security grant grants contained in this Article ARTICLE II is, and shall be construed as, a continuing, completecompleted, absolute and unconditional pledge and security grant, and each Grantor hereby waives any defense of a surety or guarantor or Grantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its Obligations obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following, to the extent permitted by applicable law: (i) the invalidity or unenforceability of any Secured Document, any of the Obligations or any other collateral security therefor or pledge or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured PartyCreditor; (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the any Borrower or any other Person against any Secured PartyCreditor; (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the any Borrower or any other Grantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, the Obligations any Obligation (or any part thereof of them or interest therein) in or as a result of such proceeding; (iv) any sale, lease, assignment, exchange, conveyance lease or transfer of any or all of the assets of the any Borrower or any other Grantor, or any changes in the shareholders of the any Borrower or any other the Grantor; (v) any change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of the Borrower or any other Grantor; (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability collectibility or value of any of the Collateral for the Obligations; (vii) the absence of any attempt to collect the Obligations or any part thereof of them from any Grantor; (A) any Secured PartyCreditor’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by the BorrowerBorrowers, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Secured PartyCreditor’s claim (or claims) for repayment of the Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Secured Parties Creditors or any of them for any reason; or (G) failure by any Secured Party Creditor to file or enforce a claim against the any Borrower or the any Borrower’s estate in any bankruptcy or insolvency case or proceeding; or (ix) any other circumstance or act whatsoever, including any action or omission of the type described in Section 2.03 (with or without notice to or knowledge of the Borrower Borrowers or such Grantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Grantor under the pledge and security grants contained in this Article ARTICLE II, in bankruptcy or in any other instance. (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, any Secured Party Creditor may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the any Borrower, any other Grantor or any other Person liable on the Obligations or against any collateral security or pledge or guarantee for the Obligations or any right of offset with respect thereto, and any failure by any Secured Party Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the any Borrower, any other Grantor or any such other Person or to realize upon any such collateral security or pledge or guarantee or to exercise any such right of offset, or any release of the any Borrower, any other Grantor or any such other Person or any such collateral security, guarantee or pledge or right of offset, shall not relieve any such Grantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party Creditor against any such Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.