Common use of Pledgor’s Waivers Clause in Contracts

Pledgor’s Waivers. Pledgor waives: (i) All statutes of limitations as a defense to any action or proceeding brought against Pledgor or the Collateral by Secured Party or any Lender, to the fullest extent permitted by law; (ii) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor or any other Person, proceed against or exhaust any security held from the Acquisition Sub, any Guarantor or any Person, or pursue any other remedy in Secured Party's or such Lender's power to pursue; (iii) Any defense based on any claim that Pledgor's obligations exceed or are more burdensome than those of any Guarantor or the Acquisition Sub; (iv) Any defense: (A) based on any legal disability of the Acquisiton Sub or any Guarantor, (B) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub or any Guarantor to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Proceeding or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (v) Any defense based on any action taken or omitted by Secured Party or any Lender in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor or any other Pledgor, including any election to have Secured Party's or such Lender's claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or any Lender to the Acquisiton Sub or any Guarantor in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (vi) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (vii) Any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor or any of their affiliates may have to the payment or performance of the Obligations.

Pledgor’s Waivers. Pledgor waives: (i) All statutes of limitations as a defense to any action or proceeding brought against Pledgor or the Collateral by Secured Party or any Lender, to the fullest extent permitted by law; (ii) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor Pledgor or any other Person, proceed against or exhaust any security held from the Acquisition Sub, any Guarantor Pledgor or any Person, or pursue any other remedy in Secured Party's or such Lender's ’s power to pursuepursue until the indefeasible payment of the Loan in full; (iiiii) Any defense based on any claim that Pledgor's ’s obligations exceed or are more burdensome than those of Pledgor or any Guarantor or the Acquisition Subother Person; (iviii) Any defense: (A) based on any legal disability of the Acquisiton Sub or any Guarantorother Person, (B) based on any release, discharge, modification, impairment or limitation of the liability of any other Person to the Acquisiton Sub or any Guarantor to Secured Party or any Lender from any cause, whether consented to by Secured Party the Lender or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other Governmental Authority governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other Person or any of their affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (viv) Any defense based on any action taken or omitted by Secured Party or any Lender in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor or any other PledgorPerson, including any election to have Secured Party's or such Lender's ’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or any Lender to the Acquisiton Sub or any Guarantor other Person in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (viv) All Except as otherwise provided herein, all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (viivi) Any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor Pledgor or any of their its affiliates may have to the payment or performance of the Secured Obligations, other than the defense of payment of the Secured Obligations.

Pledgor’s Waivers. Pledgor waives: Neither Pledgor’s obligations under this Agreement nor Bank’s interest in the Collateral shall be released, impaired or affected in any way by (i) All statutes Pledgor’s (or Borrower’s, if not same) bankruptcy, reorganization or insolvency under any law or that of limitations as a defense to any other party, or any action or proceeding brought against Pledgor or the Collateral by Secured Party or of a trustee in any Lender, to the fullest extent permitted by law; such proceeding; (ii) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor or failure of any other Person, proceed against party to perform its obligations to the Bank; or exhaust any security held from the Acquisition Sub, any Guarantor or any Person, or pursue any other remedy in Secured Party's or such Lender's power to pursue; (iii) Any any other circumstance that might constitute a legal or equitable defense based on any claim that to Pledgor's ’s (or Borrower’s, if not same) obligations exceed or are more burdensome than those of any Guarantor or the Acquisition Sub; (iv) Any defenseunder this Agreement, including without limitation: (A) based on any legal disability new agreements or obligations of Pledgor (or Borrower, if not same) with or to the Acquisiton Sub Bank, amendments, changes in rate of interest, extensions of time for payments, modifications, renewals or the existence of or waivers of default as to any existing or future agreements of Pledgor (or Borrower, if not same) or any Guarantor, other party with the Bank; (B) based on any releaseadjustment, dischargecompromise or release of any of the Obligations by the Bank or any other party; the existence or nonexistence or order of any filings, modificationexchanges, releases, impairment or limitation sale of any security for the Obligations or any part thereof or the order in which payments and proceeds of collateral are applied; or acceptance by the Bank of any writing intended by any other party to create an accord and satisfaction with respect to any of the liability of the Acquisiton Sub or any Guarantor to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, Obligations; (C) arising out of any delay in or able failure to be asserted as call for, take, hold, continue, collect, preserve or protect, replace, assign, sell, lease, exchange, convert or otherwise transfer or dispose of, perfect a result of security interest in, realize upon or enforce any case, action or proceeding before security interest in any court or other Governmental Authority relating to any Insolvency Proceeding or (D) arising from any rejection or disaffirmance of security for the Obligations, Obligations or any part thereof, regardless of its value; (D) any exercise, delay in the exercise or waiver of, any failure to exercise, or any forbearance or other indulgence relating to, any right or remedy of the Bank against Pledgor (or Borrower, if not same) or other person or relating to the Obligations, any part thereof or any security held thereforfor the Obligations; (E) any fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement, or act of commission or omission by the Bank or Pledgor (or Borrower, if not same); (F) any composition, extension, moratoria or other statutory relief granted to Pledgor (or Borrower, if not same); or (G) any interruption in any such Insolvency Proceeding; the business relations between the Bank and Pledgor (v) Any defense based on any action taken or omitted by Secured Party Borrower, if not same), or any Lender dissolution or change in any Insolvency Proceeding involving the Acquisiton Sub form of organization, name or any Guarantor ownership of Pledgor (or any Borrower, if not same) or death or declaration of Pledgor or Borrower (if not same) if an individual as incompetent. Further, Pledgor (or Borrower, if not same) waives without notice each demand, presentment, protest and other Pledgor, including any election to have Secured Party's act or such Lender's claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or any Lender to the Acquisiton Sub or any Guarantor in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (vi) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (vii) Any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor or thing upon which any of their affiliates may have Pledgor’s (or Borrower’s, if not same) obligations or the Bank’s rights or remedies pursuant to the payment this Agreement or performance of the Obligationsotherwise would or might be conditioned.

Pledgor’s Waivers. Pledgor hereby waives: (i) Any constitutional or other right to a judicial hearing prior to the time Secured Party takes possession or disposes of the Collateral upon an Event of Default as provided herein; (ii) All statutes of limitations as a defense to any action or proceeding brought against Pledgor or the Collateral by Secured Party or any LenderParty, to the fullest extent permitted by law; (iiiii) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor Borrower or any other Personperson or entity, proceed against or exhaust any security held from the Acquisition Subfrom, any Guarantor Borrower or any Personperson or entity, or pursue any other remedy in Secured Party's or such Lender's ’s power to pursue; (iii) Any defense based on any claim that Pledgor's obligations exceed or are more burdensome than those of any Guarantor or the Acquisition Sub; (iv) Any defense: (A) based on any legal disability of the Acquisiton Sub any other person or any Guarantorentity, (B) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub any other person or any Guarantor entity to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other Governmental Authority governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other person or entity or any of their affiliates, or any general assignment for the benefit of creditors, composition, marshalling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (v) Any defense based on any action taken or omitted by Secured Party or any Lender in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor or any other Pledgorperson or entity, including any election to have Secured Party's or such Lender's ’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party to any other person or any Lender to the Acquisiton Sub or any Guarantor entity in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (vi) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (vii) Any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor Borrower or any of their its respective affiliates may have to the payment or performance of the Obligations.

Pledgor’s Waivers. To the extent permitted by law, each Pledgor waives: (i) All statutes of limitations as a defense to any action or proceeding brought against Pledgor or the Collateral by Secured Party or any Lender, to the fullest extent permitted by law; (iia) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition SubCompany, any Guarantor one or more Pledgor or any other Personperson or entity, proceed against or exhaust any security held from the Acquisition SubCompany, any Guarantor Pledgor or any Personperson or entity, or pursue any other remedy in Secured Party's or such Lender's ’s power to pursue; (iiib) Any defense based on any claim that Pledgor's Pledgors’ obligations exceed or are more burdensome than those of the Company or any Guarantor or the Acquisition Subother person; (ivc) Any defense: (Ai) based on any legal disability of the Acquisiton Sub or any Guarantorother person, (Bii) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub or any Guarantor other person to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, (Ciii) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other Governmental Authority governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other person or any of their affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (iii) being referred to herein as an “Insolvency Proceeding Proceeding”); or (Div) arising from any rejection or disaffirmance of the Secured Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (vd) Any defense based on any action taken or omitted by Secured Party or any Lender in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor or any other Pledgorperson, including any election to have Secured Party's or such Lender's ’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or to any Lender to the Acquisiton Sub or any Guarantor other person in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (vie) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (viif) Any Except for such notices as required by the Note or Guaranty, any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor Company or any of their its respective affiliates may have to the payment or performance of the Secured Obligations.

Pledgor’s Waivers. (a) Each Pledgor waiveswaives and agrees not to assert (i) each of the following rights to require the Corporation (A) to proceed against any other Pledgor or guarantor or any other Person, (B) to proceed against or exhaust any of the Pledged Collateral or any other security held for the Secured Obligations, (C) to give notice of the terms, time and place of any public or private sale of the Pledged Collateral or any other security held for the Secured Obligations, and (D) to comply with any other provisions of Section 9- 504 of the Uniform Commercial Code (or any equivalent provision of any other applicable law); provided however, that the Corporation shall endeavor to give -------- ------- notice to each Pledgor of the terms, time and place of any sale of any Collateral Pledged or any other security held for the Secured Obligations, (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Secured Obligations, (iii) any defense arising by reason of any lack of authority or any other defense of such Pledgor or any other Person, and (iv) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of such Pledgor or the right of such Pledgor to proceed against any other Pledgor or other obligor of the Secured Obligations for reimbursement. Each Pledgor assumes responsibility for keeping informed of the financial condition of the Assuming Institution and agrees that the Corporation has no obligation to keep such Pledgor so informed. (b) Each Pledgor waives any and all notice of the acceptance of this Stock Pledge Agreement, and any and all notice of (i) the creation, renewal, modification, extension or accrual of the Secured Obligations, (ii) the reliance by the Corporation upon this Stock Pledge Agreement, or (iii) the exercise of any right, power or privilege hereunder. The Secured Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Stock Pledge Agreement. Each Pledgor waives presentment, protest, demand for payment, and notice of default, dishonor, protest, or nonpayment and all other notices to, or upon such Pledgor or any other Person with respect to the Secured Obligations. (c) The obligations of each Pledgor hereunder are independent of the obligations of any other Pledgor and upon the occurrence, and during the continuance of any Event of Default, a separate action or actions may be brought against any one or more of such Pledgors, whether or not any other Pledgor is joined therein or a separate action or actions are brought against any other Pledgor. (d) Until satisfaction of the Secured Obligations in full, no Pledgor shall have any right of subrogation with respect to the Secured Obligations. (e) The obligations of each Pledgor hereunder shall be irrevocable, absolute and unconditional, irrespective of the genuineness, legality, validity, regularity or enforceability of any Assistance Documents or of any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, and shall not be subject to any counterclaim, set-off, deduction or defense which any such Pledgor may have against the Receiver or the Corporation. (f) Each Pledgor hereby consents and agrees that, without notice to, or further assent from, such Pledgor: (i) All statutes the principal amount of limitations as a defense to the Secured Obligations may be increased or decreased and additional indebtedness or obligations of any action Pledgor under the Assistance Documents may be incurred, in accordance with any Assistance Document, or proceeding brought against Pledgor by an amendment, modification or the Collateral by Secured Party renewal of any Assistance Document or any Lender, to the fullest extent permitted by lawotherwise; (ii) Any right it the time, manner, place or terms of any payment under any Assistance Document may have to require be extended or changed, including by an increase or decrease in the interest rate on any Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor Obligation or any other Personamount payable under any Assistance Document, proceed against or exhaust in accordance with any security held from the Acquisition Sub, any Guarantor or any PersonAssistance Document, or pursue any other remedy in Secured Party's by an amendment, modification or renewal of such Lender's power to pursueAssistance Document or otherwise; (iii) Any defense based on any claim that Pledgor's obligations exceed action may be taken under or are more burdensome than those with respect to any Assistance Document in the exercise of any Guarantor right, remedy, power or privilege therein contained (including, without limitation, the Acquisition Subacceleration of the maturity of the Promissory Note) or otherwise, or such right, remedy, power or privilege may be waived, omitted or not enforced; (iv) Any defense: (A) based on the time for any legal disability of the Acquisiton Sub or any Guarantor, (B) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub or any Guarantor to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, (C) arising out Pledgor's performance of or able compliance with any term, covenant or agreement on its part to be asserted as a result of performed or observed under any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Proceeding or (D) arising from any rejection or disaffirmance of the ObligationsAssistance Document may be extended, or any part thereofsuch performance or compliance waived, or any security held thereforfailure in or departure from such performance or compliance consented to, all in any such Insolvency Proceedingmanner and upon such terms as the Corporation may deem proper; (v) Any defense based on the Corporation may discharge or release, in whole or in part, any action taken other Pledgor or omitted by Secured Party or any Lender in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor other guarantor or any other Pledgor, including any election to have Secured Party's or such Lender's claim allowed as being secured, partially secured or unsecured, any extension person liable for the payment and performance of credit by Secured Party all or any Lender part of the Secured Obligations, and may permit or consent to the Acquisiton Sub any such action or any Guarantor in any Insolvency Proceedingresult of such action, and shall not be obligated to demand or enforce payment upon any of the taking and holding by Secured Party or Pledged Collateral, nor shall the Corporation be liable to such Lender of any security Pledgor for any such extension failure to collect or enforce payment of creditthe Secured Obligations or to realize on the other Pledged Collateral therefor; (vi) All presentmentsin addition to the Pledged Collateral, demands the Corporation may take and hold other security (legal or equitable) of any kind, at any time, as collateral for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtednessSecured Obligations, and demands may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive or extend such security and notices may permit or consent to any such action or the result of every kindany such action, and may apply such security and direct the order or manner of sale thereof; and (vii) Any defense based on the Corporation may exercise or arising out refrain from exercising any right, remedy or power (including, without limitation, any power of sale) granted by any defense that Assistance Document or other security document or agreement, in law or in equity or otherwise, with respect to the Acquisiton Sub or any Guarantor Secured Obligations or any of their affiliates the Pledged Collateral or other security or lien (legal or equitable) held, given or intended to be given therefor; all as the Corporation may have to the payment deem advisable, and all without impairing, abridging, releasing or performance of the Obligationsaffecting this Stock Pledge Agreement.

Pledgor’s Waivers. (a) Each Pledgor waiveswaives and agrees not to assert (i) any right to require the Corporation to proceed against any other Pledgor or guarantor or any other Person, to proceed against or exhaust any of the Pledged Collateral or any other security held for the Secured Obligations or to give notice of the terms, time and place of any public or private sale of the Pledged Collateral or any other security held for the Secu(Pounds)ed Obligations or comply with any other provisions of Section 9-504 of the Uniform Commercial Code (or any equivalent provision of any other applicable law); provided however, that -------- ------- the Corporation shall endeavor to give notice to each Pledgor of the terms, time and place of any sale of any Collateral Pledged or any other security held for the Secured Obligations, (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Secured Obligations, (iii) any defense arising by reason of any lack of authority or any other defense of such Pledgor or any other Person, and (iv) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of such Pledgor or the right of such Pledgor to proceed against any other Pledgor or other obligor of the Secured Obligations for reimbursement. Each Pledgor assumes responsibility for keeping informed of the financial condition of the Assuming Institution and agrees that the Corporation has no obligation to keep such Pledgor so informed. (b) Each Pledgor waives any and all notice of the acceptance of this Stock Pledge Agreement, and any and all notice of the creation, renewal, modification, extension or accrual of the Secured Obligations, or the reliance by the Corporation upon this Stock Pledge Agreement, or the exercise of any right, power or privilege hereunder. The Secured Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Stock Pledge Agreement. Each Pledgor waives presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon such Pledgor or any other Person with respect to the Secured Obligations. (c) The obligations of each Pledgor hereunder are independent of the obligations of any other Pledgor and upon the occurrence and during the continuance of any Event of Default, a separate action or actions may be brought against any such Pledgor, whether or not any other Pledgor is joined therein or a separate action or actions are brought against any other Pledgor. (d) Until satisfaction of the Secured Obligations in full, no Pledgor shall have any right of subrogation with respect to the Secured Obligations. (e) The obligations of each Pledgor hereunder shall be irrevocable, absolute and unconditional, irrespective of the genuineness, legality, validity, regularity or enforceability of any Assistance Documents or of any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor, and shall not be subject to any counterclaim, set-off, deduction or defense which any such Pledgor may have against the Receiver or the Corporation. (f) Each Pledgor hereby consents and agrees that, without notice to or further assent from such Pledgor: (i) All statutes the principal amount of limitations as a defense to the Secured Obligations may be increased or decreased and additional indebtedness or obligations of any action Shareholder under the Assistance Documents may be incurred, by an amendment, modification or proceeding brought against Pledgor renewal of any Assistance Document or the Collateral by Secured Party or any Lender, to the fullest extent permitted by lawotherwise; (ii) Any right it the time manner, place or terms of any payment under any Assistance Document may have to require be extended or changed, including by an increase or decrease in the interest rate on any Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor Obligation or any other Personamount payable under any Assistance Document, proceed against by an amendment, modification or exhaust any security held from the Acquisition Sub, any Guarantor renewal of such Assistance Document or any Person, or pursue any other remedy in Secured Party's or such Lender's power to pursueotherwise; (iii) Any defense based on any claim that Pledgor's obligations exceed action may be taken under or are more burdensome than those with respect to any Assistance Document in the exercise of any Guarantor remedy, power or privilege therein contained (including, without limitation, the Acquisition Subacceleration of the maturity of the Note) or otherwise, or such remedy, power or privilege may be waived, omitted or not enforced; (iv) Any defense: (A) based on the time for any legal disability of the Acquisiton Sub or any Guarantor, (B) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub or any Guarantor to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, (C) arising out Shareholder's performance of or able compliance with any term, covenant or agreement on its part to be asserted as a result of performed or observed under any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Proceeding or (D) arising from any rejection or disaffirmance of the ObligationsAssistance Document may be extended, or any part thereofsuch performance or compliance waived, or any security held thereforfailure in or departure from such performance or compliance consented to, all in any such Insolvency Proceedingmanner and upon such terms as the Corporation may deem proper; (v) Any defense based on the Corporation may discharge or release, in whole or in part, any action taken other Pledgor or omitted by Secured Party or any Lender in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor other guarantor or any other Pledgor, including any election to have Secured Party's or such Lender's claim allowed as being secured, partially secured or unsecured, any extension Person liable for the payment and performance of credit by Secured Party all or any Lender part of the Secured Obligations, and may permit or consent to the Acquisiton Sub any such action or any Guarantor in any Insolvency Proceedingresult of such action, and shall not be obligated to demand or enforce payment upon any of the taking and holding by Secured Party or Pledged Collateral, nor shall the Corporation be liable to such Lender of any security Pledgor for any such extension failure to collect or enforce payment of creditthe Secured Obligations or to realize on the other Pledged Collateral therefor; (vi) All presentmentsin addition to the Pledged Collateral, demands the Corporation may take and hold other security (legal or equitable) of any kind, at any time, as collateral for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtednessSecured Obligations, and demands may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive or extend such security and notices may permit or consent to any such action or the result of every kindany such action, and may apply such security and direct the order of manner of sale thereof; and (vii) Any defense based on the RTC may exercise or arising out refrain from exercising any right, remedy or power (including, without limitation, any power of sale) granted by any defense that Assistance Document or other security document or agreement, in law or in equity or otherwise, with respect to the Acquisiton Sub or any Guarantor Secured Obligations or any of their affiliates the Pledged Collateral or other security or lien (legal or equitable) held, given or intended to be given therefor; all as the Corporation may have to the payment deem advisable, and all without impairing, abridging, releasing or performance of the Obligationsaffecting this Stock Pledge Agreement.

Pledgor’s Waivers. Pledgor waives: Neither Pledgor's obligations under this Agreement nor Bank's interest in the Collateral shall be released, impaired or affected in any way by (i) All statutes Pledgor's (or Borrower's, if not same) bankruptcy, reorganization or insolvency under any law or that of limitations as a defense to any other party, or any action or proceeding brought against Pledgor or the Collateral by Secured Party or of a trustee in any Lender, to the fullest extent permitted by law; such proceeding; (ii) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor or failure of any other Person, proceed against party to perform its obligations to the Bank; or exhaust any security held from the Acquisition Sub, any Guarantor or any Person, or pursue any other remedy in Secured Party's or such Lender's power to pursue; (iii) Any any other circumstance that might constitute a legal or equitable defense based on any claim that to Pledgor's (or Borrower's, if not same) obligations exceed or are more burdensome than those of any Guarantor or the Acquisition Sub; (iv) Any defenseunder this Agreement, including without limitation: (A) based on any legal disability new agreements or obligations of Pledgor (or Borrower, if not same) with or to the Acquisiton Sub Bank, amendments, changes in rate of interest, extensions of time for payments, modifications, renewals or the existence of or waivers of default as to any existing or future agreements of Pledgor (or Borrower, if not same) or any Guarantor, other party with the Bank; (B) based on any releaseadjustment, dischargecompromise or release of any of the Obligations by the Bank or any other party; the existence or nonexistence or order of any filings, modificationexchanges, releases, impairment or limitation sale of any security for the Obligations or any part thereof or the order in which payments and proceeds of collateral are applied; or acceptance by the Bank of any writing intended by any other party to create an accord and satisfaction with respect to any of the liability of the Acquisiton Sub or any Guarantor to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, Obligations; (C) arising out of any delay in or able failure to be asserted as call for, take, hold, continue, collect, preserve or protect, replace, assign, sell, lease, exchange, convert or otherwise transfer or dispose of, perfect a result of security interest in, realize upon or enforce any case, action or proceeding before security interest in any court or other Governmental Authority relating to any Insolvency Proceeding or (D) arising from any rejection or disaffirmance of security for the Obligations, Obligations or any part thereof, regardless of its value; (D) any exercise, delay in the exercise or waiver of, any failure to exercise, or any forbearance or other indulgence relating to, any right or remedy of the Bank against Pledgor (or Borrower, if not same) or other person or relating to the Obligations, any part thereof or any security held thereforfor the Obligations; (E) any fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement, or act of commission or omission by the Bank or Pledgor (or Borrower, if not same); (F) any composition, extension, moratoria or other statutory relief granted to Pledgor (or Borrower, if not same); or (G) any interruption in any such Insolvency Proceeding; the business relations between the Bank and Pledgor (v) Any defense based on any action taken or omitted by Secured Party Borrower, if not same), or any Lender dissolution or change in any Insolvency Proceeding involving the Acquisiton Sub form of organization, name or any Guarantor ownership of Pledgor (or any Borrower, if not same) or death or declaration of Pledgor or Borrower (if not same) if an individual as incompetent. Further, Pledgor (or Borrower, if not same) waives without notice each demand, presentment, protest and other Pledgor, including any election to have Secured Party's act or such Lender's claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or any Lender to the Acquisiton Sub or any Guarantor in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (vi) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (vii) Any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor or thing upon which any of their affiliates may have Pledgor's (or Borrower's, if not same) obligations or the Bank's rights or remedies pursuant to the payment this Agreement or performance of the Obligationsotherwise would or might be conditioned.

Pledgor’s Waivers. Pledgor waives: (i) All statutes of limitations as a defense to any action or proceeding brought against Pledgor or the Collateral by Secured Party or any Lender, to To the fullest extent permitted by law;, Pledgor waives: (ii) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor or any other Person, proceed against or exhaust any security held from the Acquisition Sub, any Guarantor or any Person, or pursue any other remedy in Secured Party's or such Lender's power to pursue; (iii) Any defense based on any claim that Pledgor's obligations exceed or are more burdensome than those of any Guarantor or the Acquisition Sub; (iva) Any defense: (Ai) based on any legal disability of the Acquisiton Sub or any Guarantorother Person, (Bii) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub or any Guarantor other Person to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, (Ciii) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other Governmental Authority governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other Person or any of their Affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (iii) being referred to herein as an “Insolvency Proceeding Proceeding”); or (Div) arising from any rejection or disaffirmance of the Secured Obligations, or any part thereof, or any collateral or other security held therefor, in any such Insolvency Proceeding; (vb) Any defense based on any action taken or omitted by Secured Party or any Lender in any Insolvency Proceeding insolvency proceeding involving the Acquisiton Sub or any Guarantor or any other PledgorPerson, including any election to have Secured Party's or such Lender's ’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or to any Lender to the Acquisiton Sub or any Guarantor other Person in any Insolvency Proceedinginsolvency proceeding, and the taking and holding by Secured Party or such Lender of any collateral or other security for any such extension of credit; (vic) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (viid) Any defense based on any failure of Secured Party to marshal assets in favor of Pledgor or arising out any other Person (including Buyer), to exhaust any collateral for all or any part of the Secured Obligations, to pursue or exhaust any defense right, remedy, power or privilege it may have against the Buyer or any other Person or to take any action whatsoever to mitigate or reduce such or any other liability of Pledgor hereunder or with respect to the Secured Obligations, Secured Party being under no obligation to take any such action notwithstanding the fact that all or any part of the Secured Obligations may be due and payable and that the Acquisiton Sub or any Guarantor or any Buyer may be in default of their affiliates may have its obligations under the Crude Supply Agreements; Notwithstanding the foregoing to the contrary, nothing herein shall prevent Pledgor from asserting against Secured Party the defense or right which Buyer may have, including but not limited to, the defense of payment or performance of the ObligationsSecured Obligations by Buyer, or default by Secured Party, under the Crude Supply Agreements.

Pledgor’s Waivers. Pledgor waives: Neither Pledgor’s obligations under this Agreement nor Bank’s interest in the Collateral shall be released, impaired or affected in any way by (i) All statutes Pledgor’s bankruptcy or insolvency under any law or that of limitations as a defense to any other party, or any action or proceeding brought against Pledgor or the Collateral by Secured Party or of a trustee in any Lender, to the fullest extent permitted by law; such proceeding; (ii) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor or failure of any other Person, proceed against party to perform its obligations to the Bank; or exhaust any security held from the Acquisition Sub, any Guarantor or any Person, or pursue any other remedy in Secured Party's or such Lender's power to pursue; (iii) Any any other circumstance that might constitute a legal or equitable defense based on any claim that to Pledgor's ’s obligations exceed or are more burdensome than those of any Guarantor or the Acquisition Sub; (iv) Any defenseunder this Agreement, including without limitation: (A) based on any legal disability new agreements or obligations of Pledgor with or to the Acquisiton Sub Bank, amendments, changes in rate of interest, extensions of time for payments, modifications, renewals or the existence of or waivers of default as to any existing or future agreements of Pledgor or any Guarantor, other party with the Bank; (B) based on any releaseadjustment, dischargecompromise or release of any of the Obligations by the Bank or any other party; the existence or nonexistence or order of any filings, modificationexchanges, releases, impairment or limitation sale of any security for the Obligations or any part thereof or the order in which payments and proceeds of collateral are applied; or acceptance by the Bank of any writing intended by any other party to create an accord and satisfaction with respect to any of the liability of the Acquisiton Sub or any Guarantor to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, Obligations; (C) arising out of any delay in or able failure to be asserted as call for, take, hold, continue, collect, preserve or protect, replace, assign, sell, lease, exchange, convert or otherwise transfer or dispose of, perfect a result of security interest in, realize upon or enforce any case, action or proceeding before security interest in any court or other Governmental Authority relating to any Insolvency Proceeding or (D) arising from any rejection or disaffirmance of security for the Obligations, Obligations or any part thereof, regardless of its value; (D) any exercise, delay in the exercise or waiver of, any failure to exercise, or any forbearance or other indulgence relating to, any right or remedy of the Bank against Pledgor or other person or relating to the Obligations, any part thereof or any security held thereforfor the Obligations; (E) any fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement, or act of commission or omission by the Bank or Pledgor; (F) any composition, extension, moratoria or other statutory relief granted to Pledgor; or (G) any interruption in any such Insolvency Proceeding; (v) Any defense based on any action taken or omitted by Secured Party or any Lender in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor or any other business relations between the Bank and Pledgor, including any election to have Secured Party's or such Lender's claim allowed death or declaration of Pledgor as being securedincompetent. Further, partially secured Pledgor waives without notice each demand, presentment, protest and other act or unsecured, any extension of credit by Secured Party or any Lender to the Acquisiton Sub or any Guarantor in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (vi) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (vii) Any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor or thing upon which any of their affiliates may have Pledgor’s obligations or the Bank’s rights or remedies pursuant to the payment this Agreement or performance of the Obligationsotherwise would or might be conditioned.

Pledgor’s Waivers. (a) The Pledgor waives: does hereby (i) All statutes of limitations as a defense agree to any modifications of any terms or conditions of any of the Obligations and/or to any extensions or renewals of time of payment or performance by the Borrower; that it shall not be necessary for the Lender to resort to legal remedies against the Borrower before proceeding hereunder, nor to take any action against any other person obligated (an "Obligor") for payment or performance of the Obligations or against any Collateral before proceeding brought against Pledgor the Servicing Collateral; and that no release of any guarantor, whether by operation of law or by any act of the Collateral by Secured Party or any Lender, with or without notice to the fullest Pledgor, shall release the Servicing Collateral; (ii) waive notice of demand, dishonor, notice of dishonor, protest, and notice of protest and waive to the extent permitted by law;, all benefit of valuation, appraisement, and exemptions under the laws of the State of Minnesota or any other state or territory of the United States; and (iii) agree, if the Obligations are not paid in accordance with the terms thereof, that in addition to all principal and interest due, all costs of collection including reasonable attorneys' fees shall be secured by the Collateral. (b) The obligations of the Pledgor hereunder shall be primary, absolute and unconditional, and shall remain in full force and effect without regard to, and shall not be impaired or affected by: (i) the genuineness, validity, regularity, enforceability, amendment or change in the Credit Agreement or the Notes, or any change in or extension of the manner, place or terms of payment of, all or any portion of the Obligations; (ii) Any right it may have the taking or failure to require Secured Party take any action to enforce the Credit Agreement or any Lender to proceed against the Acquisition Sub, any Guarantor or any other Person, proceed against or exhaust any security held from the Acquisition Sub, any Guarantor or any PersonNotes, or pursue the exercise or failure to exercise any other remedy in Secured Party's remedy, power or such Lender's power to pursue; privilege contained therein or available at law or otherwise, or the waiver by the Lender of any provisions of the Credit Agreement or the Notes; (iii) Any defense based on any claim that Pledgor's obligations exceed or are more burdensome than those of any Guarantor or the Acquisition Sub; (iv) Any defense: (A) based on any legal disability of the Acquisiton Sub or any Guarantor, (B) based on any release, dischargeimpairment, modification, impairment change, release or limitation in any manner of the liability of the Acquisiton Sub Borrower or its estate in bankruptcy, or of any remedy for the enforcement of the Borrower's liability, resulting from the operation of any present or future provision of the bankruptcy laws or any Guarantor to Secured Party other statute or any Lender from any causeregulation, whether consented to by Secured Party or arising by operation of lawthe dissolution, (C) arising out of bankruptcy, insolvency, or able to be asserted as a result of any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Proceeding or (D) arising from any rejection or disaffirmance reorganization of the ObligationsBorrower; (iv) the merger or consolidation of the Borrower, or any sale or transfer by the Borrower of all or part thereof, of its assets or any security held therefor, in any such Insolvency Proceeding; property; (v) Any defense based on any action taken claim the Pledgor may have against any other obligor, including any claim of contribution; (vi) the release, in whole or omitted by Secured Party or any Lender in any Insolvency Proceeding involving part, of the Acquisiton Sub or any Guarantor Borrower or any other Pledgor, including any election to have Secured Party's or such Lender's claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or any Lender to the Acquisiton Sub or any Guarantor in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (vi) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kindobligor; and (vii) Any defense based on any other action or arising out circumstance which (with or without notice to or knowledge of the Pledgor) may or might in any defense manner or to any extent vary the risks of the Pledgor hereunder or otherwise constitute a legal or equitable discharge or defense, it being understood and agreed by the Pledgor that the Acquisiton Sub or any Guarantor or any of their affiliates may have to security interests granted under this Security Agreement shall not be discharged except by the full payment or and performance of the Obligations. (c) The Lender shall, subject to the terms of the Credit Agreement, have the right to determine how, when and what application of payments and credits, if any, whether derived from the Servicing Collateral or from any other source, shall be made on the Obligations and any other indebtedness owed by the Borrower and/or any other Obligor to the Lender. (d) The obligations of the Pledgor hereunder shall continue to be effective, or be automatically reinstated, as the case may be, if at any time the performance or the payment, as the case may be, in whole or in part, of any of the Obligations are rescinded or must otherwise be restored or returned by the Lender (as a preference, fraudulent conveyance or otherwise) upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, the Guarantor or any other person or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Borrower, the Guarantor or any other person, or any substantial part of its property, or otherwise, all as though such payments had not been made. If an Event of Default shall at any time have occurred and be continuing or shall exist and declaration of default or acceleration under or with respect to the Credit Agreement or any Obligations shall at such time be prevented by reason of the pendency against the Borrower or any other person of a case or proceeding under a bankruptcy or insolvency law, the Pledgor agrees that, for purposes of this Security Agreement and its obligations hereunder, the Obligations shall be deemed to have been declared in default or accelerated with the same effect as if such Obligations had been declared in default and accelerated in accordance with their respective terms and the Lender may exercise its rights (including, without limitation, rights with respect to the Collateral) hereunder in accordance with the terms hereof without further notice or demand. (e) The Pledgor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Borrower that arises from the enforcement of the Pledgor's obligations hereunder, including any right of subrogation, reimbursement, exoneration or indemnification, any right to participate in any claim or remedy of the Lender against the Borrower or any collateral that the Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from the Borrower directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights, until the Obligations shall have been paid and performed in full. If any amount shall be paid to the Pledgor in violation of the preceding sentence, such amount shall be deemed to have been paid to the Pledgor for the benefit of, and held in trust for, the Lender and shall forthwith be paid to the Lender to be credited and applied to the Obligations, whether matured or unmatured. The Pledgor hereby specifically acknowledges that any subrogation rights which it may have against the Borrower or any collateral that the Lender now has or may hereafter acquire may be destroyed by a nonjudicial foreclosure of the collateral. This may give the Borrower a defense to a deficiency judgment against the Borrower. The Pledgor hereby irrevocably waives such defense. The Pledgor acknowledges that it will receive direct and indirect benefits from the arrangements contemplated by the Credit Agreement and the Notes and that the waivers set forth in this Section are knowingly made in contemplation of such benefits. (f) No postponement or delay on the part of the Lender in the enforcement of any right hereunder shall constitute a waiver of such right and all rights of the Lender hereunder shall be cumulative and not alternative and shall be in addition to any other rights granted to the Lender in any other agreement or by law.

Pledgor’s Waivers. (a) Pledgor waives: (i) All statutes of limitations as a defense to waives any action or proceeding brought against Pledgor or the Collateral by Secured Party or any Lender, to the fullest extent permitted by law; (ii) Any right it may have to require Secured Party or any Lender to to: (i) proceed against any person, including Tenant or Pledgor under the Acquisition Sub, any Guarantor or any other Person, Purchase Agreement; (ii) proceed against or exhaust any security held from Tenant; (iii) give notice of the Acquisition Subterms, time and place of any Guarantor public or private sale of personal property security held from Tenant or any Person, other person or otherwise comply with any other provisions of Section 9-504 Uniform Commercial Code; (iv) pursue any other remedy in Secured Party's power; or such Lender's power to pursue;(v) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by Secured Party as security or which constitute in whole or in part the Obligations secured hereunder, or in connection with the creation of new or additional Obligations. (b) Pledgor waives any defense arising by reason of: (i) any disability or other defense of Tenant, Pledgor or any other person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations of Tenant, Pledgor or any other person; (iii) Any defense based on any claim that Pledgor's obligations exceed or are more burdensome than those lack of authority of any Guarantor officer, director, partner, agent or any other person acting or purporting to act on behalf of Tenant or Pledgor which is a corporation, partnership or other type of entity, or any defect in the Acquisition Sub; formation of Tenant or Pledgor; (iv) Any defense: (A) based on any legal disability of the Acquisiton Sub act or any Guarantor, (B) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub or any Guarantor to Secured Party or any Lender from any cause, whether consented to omission by Secured Party which directly or arising indirectly results in or aids the discharge of Tenant or Pledgor or any Obligations by operation of lawlaw or otherwise; or (v) any modification of the Obligations, (C) arising out of or able in any form whatsoever, including any modification made after revocation hereof to be asserted as a result of any caseObligations incurred prior to such revocation, action or proceeding before any court and including, without limitation, the renewal, extension, acceleration or other Governmental Authority relating to any Insolvency Proceeding change in time for payment of the Obligations, or (D) arising from any rejection or disaffirmance other change in the terms of the Obligations, or any part thereof. Until all Obligations shall have been paid in full, Pledgor shall have no right of subrogation, and Pledgor waives any defense Pledgor may have based upon an election of remedies by Secured Party which destroys Pledgor's subrogation rights or Pledgor's rights to proceed against Tenant for reimbursement, including without limitation, any loss of rights Pledgor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging Tenant's Obligations. Until all Obligations of Tenant to Secured Party shall have been paid in full, Pledgor further waives any right to enforce any remedy which Secured Party now has or may hereafter have against Tenant or any other person, and waives any benefit of, or any right to participate in, any security whatsoever now or hereafter held therefor, in any such Insolvency Proceeding; (v) Any defense based on any action taken or omitted by Secured Party or any Lender in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor or any other Pledgor, including any election to have Secured Party's or such Lender's claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or any Lender to the Acquisiton Sub or any Guarantor in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (vi) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (vii) Any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor or any of their affiliates may have to the payment or performance of the Obligations.

Pledgor’s Waivers. Pledgor waives: (i) All statutes of limitations as a defense to any action or proceeding brought against Pledgor or the Collateral by Secured Party or any Lender, to To the fullest extent permitted by law;, Pledgor waives: (ii) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor or any other Person, proceed against or exhaust any security held from the Acquisition Sub, any Guarantor or any Person, or pursue any other remedy in Secured Party's or such Lender's power to pursue; (iii) Any defense based on any claim that Pledgor's obligations exceed or are more burdensome than those of any Guarantor or the Acquisition Sub; (iva) Any defense: (Ai) based on any legal disability of the Acquisiton Sub or any Guarantorother Person, (Bii) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub or any Guarantor other Person to Secured Party or any Lender from any cause, whether consented to by Secured Party or arising by operation of law, (Ciii) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other Governmental Authority governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other Person or any of their Affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (iii) being referred to herein as an “Insolvency Proceeding Proceeding”); or (Div) arising from any rejection or disaffirmance of the Secured Obligations, or any part thereof, or any collateral or other security held therefor, in any such Insolvency Proceeding; (vb) Any defense based on any action taken or omitted by Secured Party or any Lender in any Insolvency Proceeding insolvency proceeding involving the Acquisiton Sub or any Guarantor or any other PledgorPerson, including any election to have Secured Party's or such Lender's ’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or to any Lender to the Acquisiton Sub or any Guarantor other Person in any Insolvency Proceedinginsolvency proceeding, and the taking and holding by Secured Party or such Lender of any collateral or other security for any such extension of credit; (vic) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (viid) Any defense based on any failure of Secured Party to marshal assets in favor of Pledgor or arising out any other Person (including Buyer), to exhaust any collateral for all or any part of the Secured Obligations, to pursue or exhaust any defense right, remedy, power or privilege it may have against the Buyer or any other Person or to take any action whatsoever to mitigate or reduce such or any other liability of Pledgor hereunder or with respect to the Secured Obligations, Secured Party being under no obligation to take any such action notwithstanding the fact that all or any part of the Secured Obligations may be due and payable and that the Acquisiton Sub or any Guarantor or any Buyer may be in default of their affiliates may have its obligations under the Crude Supply Agreement; Notwithstanding the foregoing to the contrary, nothing herein shall prevent Pledgor from asserting against Secured Party the defense of payment or performance of the ObligationsSecured Obligations by Buyer under the Crude Supply Agreement.

Pledgor’s Waivers. (a) Pledgor waives: (i) All statutes of limitations as a defense to waives any action or proceeding brought against Pledgor or the Collateral by Secured Party or any Lender, to the fullest extent permitted by law; (ii) Any right it may have to require Secured Party or any Lender to proceed against the Acquisition Sub, any Guarantor or any other Person, to: (i) proceed against or exhaust any security held from Tenant; (ii) give notice of the Acquisition Subterms, time and place of any Guarantor public or private sale of personal property security held from Tenant or any Person, other person or otherwise comply with any other provisions of Section 9-504 Uniform Commercial Code; (iii) pursue any other remedy in Secured Party's power; or such Lender's power to pursue;(iv) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by Secured Party as security or which constitute in whole or in part the Obligations secured hereunder, or in connection with the creation of new or additional Obligations. (b) Pledgor waives any defense arising by reason of: (i) any disability or other defense of Tenant, Pledgor or any other person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations of Tenant, Pledgor or any other person; (iii) Any defense based on any claim that Pledgor's obligations exceed or are more burdensome than those lack of authority of any Guarantor officer, director, partner, agent or any other person acting or purporting to act on behalf of Tenant or Pledgor which is a corporation, partnership or other type of entity, or any defect in the Acquisition Sub; formation of Tenant or Pledgor; (iv) Any defense: (A) based on any legal disability of the Acquisiton Sub act or any Guarantor, (B) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub or any Guarantor to Secured Party or any Lender from any cause, whether consented to omission by Secured Party which directly or arising indirectly results in or aids the discharge of Tenant or Pledgor or any Obligations by operation of lawlaw or otherwise; or (v) any modification of the Obligations, (C) arising out of or able in any form whatsoever, including any modification made after revocation hereof to be asserted as a result of any caseObligations incurred prior to such revocation, action or proceeding before any court and including, without limitation, the renewal, extension, acceleration or other Governmental Authority relating to any Insolvency Proceeding change in time for payment of the Obligations, or (D) arising from any rejection or disaffirmance other change in the terms of the Obligations, or any part thereof. Until all Obligations shall have been paid in full, Pledgor shall have no right of subrogation, and Pledgor waives any defense Pledgor may have based upon an election of remedies by Secured Party which destroys Pledgor's subrogation rights or Pledgor's rights to proceed against Tenant for reimbursement, including without limitation, any loss of rights Pledgor may suffer by reason of any rights, powers or remedies of Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging Tenant's Obligations. Until all Obligations of Tenant to Secured Party shall have been paid in full, Pledgor further waives any right to enforce any remedy which Secured Party now has or may hereafter have against Tenant or any other person, and waives any benefit of, or any right to participate in, any security whatsoever now or hereafter held therefor, in any such Insolvency Proceeding; (v) Any defense based on any action taken or omitted by Secured Party or any Lender in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor or any other Pledgor, including any election to have Secured Party's or such Lender's claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or any Lender to the Acquisiton Sub or any Guarantor in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender of any security for any such extension of credit; (vi) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (vii) Any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor or any of their affiliates may have to the payment or performance of the Obligations.

Pledgor’s Waivers. Pledgor expressly waives: (i) All statutes of limitations as a defense to any action or proceeding brought against Pledgor or the Collateral by Secured Party or any Lender, to the fullest extent permitted by law; (ii) Any right it may have to require Secured Party or any Lender Agent to proceed against the Acquisition Sub, any Guarantor Pledgor or any other Person, proceed against or exhaust any security held from the Acquisition Sub, any Guarantor Pledgor or any Person, or pursue any other remedy in Secured Party's or such Lender's Agent’s power to pursuepursue until the indefeasible payment of the Debt in full; (iiiii) Any defense based on any claim that Pledgor's ’s obligations exceed or are more burdensome than those of Borrower or any Guarantor or the Acquisition Subother Person; (iviii) Any defense: (A) based on any legal disability of the Acquisiton Sub or any Guarantorother Person, (B) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub or any Guarantor other Person to Secured Party or any Lender Agent from any cause, whether consented to by Secured Party Agent or arising by operation of law, (C) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other Governmental Authority governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any other Person or any of their affiliates, or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (C) being referred to herein as an “Insolvency Proceeding Proceeding”); or (D) arising from any rejection or disaffirmance of the Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (viv) Any defense based on any action taken or omitted by Secured Party or any Lender Agent in any Insolvency Proceeding involving the Acquisiton Sub or any Guarantor or any other PledgorPerson, including any election to have Secured Party's or such Lender's Agent’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party or Agent to any Lender to the Acquisiton Sub or any Guarantor other Person in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender Agent of any security for any such extension of credit; (viv) All Except as otherwise provided herein or in any of the other Loan Documents, all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement Agreement, or any other Loan Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and; (viivi) Any defense based on or arising out of any defense that the Acquisiton Sub or any Guarantor Pledgor or any of their its affiliates may have to the payment or performance of the Obligations, other than the defense of payment of the Obligations; and (vii) All claims, objections and defenses it may have as a potential surety for Borrower and agrees not to assert any such matters in opposition to the enforcement of Agent’s or Lender’s rights under this Pledge Agreement.

Pledgor’s Waivers. 7.1 Each Pledgor authorizes the Collateral Agent to perform any or all of the following acts at any time in its sole discretion, all without notice to such Pledgor, without affecting such Pledgor’s obligations under this Agreement and without affecting the pledge of and security interest in the Collateral in favor of the Collateral Agent: (a) To the extent expressly permitted by the Credit Agreement and in accordance with the terms thereof and the terms of the other Credit Documents, the Collateral Agent may alter any terms of the Obligations or any part thereof, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Obligations or any part thereof; (b) The Collateral Agent may take and hold security for the Secured Obligations and/or the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security; (c) Subject to Section 2.2, the Collateral Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Secured Obligations and/or the Obligations, and the Collateral Agent may also bid at any such sale (to the extent permitted under applicable law); the Collateral Agent may apply any payments or recoveries from any Guarantor, any other Pledgor, any Borrower or any other source, and any proceeds of any security, to the Secured Obligations and/or the Obligations in such manner, order and priority as the Collateral Agent may elect; (d) The Collateral Agent may (and, if so required pursuant to Section 9.8(a) of the Credit Agreement, shall) release any Guarantor, any other Pledgor or any other Person of its liability for the Obligations or any part thereof; (e) The Collateral Agent may (and, if so required pursuant to Section 9.8(a) of the Credit Agreement, shall) substitute, add or release any one or more guarantors or endorsers of the Obligations; and (f) In addition to the Secured Obligations, the Collateral Agent may extend other credit to any Guarantor, any Pledgor, any Borrower or any Subsidiary thereof, and may take and hold security for the credit so extended, all without affecting any Pledgor’s liability hereunder or under the other Credit Documents and without affecting the pledges of and security interests in the Collateral hereunder or the collateral under the other Credit Documents. 7.2 Each Pledgor expressly agrees that (without prejudice to any obligations of such Pledgor provided to survive release of the pledge and security interest made and granted hereunder), except pursuant to Section 9.8(a) of the Credit Agreement, such Pledgor shall not be released of its obligations, waivers and agreements set forth herein or in any other Credit Document until each and every Release Condition has been satisfied (which such obligations, waivers and agreements shall remain subject to the preferential payment provisions of Section 7.5(d) hereof). In addition, the validity, enforceability or priority of the pledge and security interest in the Collateral in favor of the Collateral Agent shall not be affected in any manner by or because of: (a) Other than with the express written consent of the Collateral Agent, any act or event which might otherwise discharge, reduce, limit or modify any Pledgor’s obligations hereunder or under the other Credit Documents or the pledge and security interest in the Collateral in favor of the Collateral Agent; (b) Any waiver, extension, modification, forbearance, delay or other act or omission of the Collateral Agent or any failure to proceed promptly or otherwise as against any other Pledgor, any Guarantor, any Borrower or any other Person or any security; or (c) Any action, omission or circumstance which might increase the likelihood that the Collateral Agent might enforce the rights granted under this Agreement or under the other Credit Documents, or which might affect the rights or remedies of any Pledgor as against any Guarantor, any other Pledgor or any Borrower. 7.3 Each Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Agreement and under all other Credit Documents, or to the enforcement of the pledges of and security interests in the Collateral in favor of the Collateral Agent, based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsection. It is the purpose and intent of this Agreement that the Obligations hereunder shall be absolute and unconditional under any and all circumstances. 7.4 Each Pledgor waives: (ia) All statutes of limitations as a defense to any action or proceeding brought against such Pledgor or the Collateral by Secured Party or any Lenderthe Collateral Agent, to the fullest extent permitted by law; (iib) Any right it may have to require Secured Party or any Lender the Collateral Agent to proceed against the Acquisition Subany Guarantor, any Guarantor other Pledgor, any Borrower or any other Person, proceed against or exhaust any security held from the Acquisition Subany Guarantor (other than such Pledgor), any Guarantor other Pledgor, any Borrower or any other Person, or pursue any other remedy in Secured Party's or such Lender's the Collateral Agent’s power to pursue; (iiic) Any defense based on any claim that such Pledgor's ’s obligations exceed or are more burdensome than those of any Guarantor Guarantor, any other Pledgor, any Borrower or the Acquisition Subany other Person; (ivd) Any defense: (Ai) based on any legal disability of the Acquisiton Sub or any Guarantor, any other Pledgor or any Borrower, (Bii) based on any release, discharge, modification, impairment or limitation of the liability of the Acquisiton Sub any Guarantor (other than such Pledgor), any other Pledgor or any Guarantor Borrower to Secured Party or any Lender the Collateral Agent from any cause, except as set forth in the Credit Agreement, whether consented to by Secured Party the Collateral Agent or arising by operation of law, (Ciii) arising out of or able to be asserted as a result of any case, action or proceeding before any court or other Governmental Authority governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of any Guarantor, any other Pledgor, any Borrower or any of their respective affiliates, or any general assignment for the benefit of creditors, composition, marshalling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case, as undertaken under any U.S. Federal or State law (each of the foregoing described in this clause (iii) being referred to herein as an “Insolvency Proceeding Proceeding”); or (Div) arising from any rejection or disaffirmance of the Obligations, or or, in each case, any part thereof, or any security held therefor, in any such Insolvency Proceeding; (ve) Any defense based on any action taken or omitted by Secured Party or any Lender the Collateral Agent in any Insolvency Proceeding involving the Acquisiton Sub any Guarantor, any other Pledgor or any Guarantor or any other PledgorBorrower, including any election to have Secured Party's or such Lender's the Collateral Agent’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Secured Party the Collateral Agent to any Guarantor, any other Pledgor or any Lender to the Acquisiton Sub or any Guarantor Borrower in any Insolvency Proceeding, and the taking and holding by Secured Party or such Lender the Collateral Agent of any security for any such extension of credit; (vif) All Except to the extent such notice is otherwise required hereunder or under the Credit Agreement, all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of intention to accelerate, notices of acceleration, notices of acceptance of this Pledge Agreement or any other Credit Document and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (viig) Any defense based on or arising out of any defense that the Acquisiton Sub any Guarantor (including such Pledgor in its capacity as a Guarantor), any other Pledgor or any Guarantor or any of their affiliates Borrower may have to the payment or performance of the Obligations (other than payment in full thereof). (a) Upon any Event of Default, in its sole discretion, without prior notice to or consent of any Pledgor except as otherwise required hereunder or under the Credit Agreement, the Collateral Agent may elect to: (i) foreclose either judicially or nonjudicially against any collateral securing the Secured Obligations and/or the Obligations, (ii) accept a transfer of any Other Security (as defined below) for the Secured Obligations and/or the Obligations in lieu of foreclosure, (iii) compromise or adjust the Obligations or any part thereof or make any other accommodation with any Guarantor, any other Pledgor, any Borrower or any other Person, or (iv) exercise any other remedy against any Guarantor, any other Pledgor, any Borrower or any collateral for the Obligations. No such action by the Collateral Agent shall release or limit the Collateral Agent’s rights hereunder or under the other Credit Documents, even if the effect of the action is to deprive any Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from any Guarantor, any other Pledgor, any Borrower or any other Person for any sums paid to the Collateral Agent, whether contractual or arising by operation of law or otherwise. Each Pledgor understands and acknowledges that if the Collateral Agent forecloses judicially or nonjudicially against any security for the Secured Obligations and/or the Obligations other than the Collateral (the “Other Security”), such foreclosure could impair or destroy any right or ability that such Pledgor may have to seek reimbursement, contribution or indemnification from any Guarantor, any other Pledgor, any Borrower or any other Person based on any right such Pledgor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by such Pledgor under this Agreement. Each Pledgor further understands and acknowledges that such potential impairment or destruction of such Pledgor’s rights, if any, may entitle such Pledgor to assert a defense to this Agreement. By executing this Agreement, each Pledgor freely, irrevocably and unconditionally: (A) waives and relinquishes that defense and agrees that such Pledgor will be liable under this Agreement even though the Collateral Agent may foreclose judicially or nonjudicially against any Other Security; (B) agrees that such Pledgor will not assert that defense in any action or proceeding which the Collateral Agent may commence to enforce this Agreement; and (C) acknowledges and agrees that the Lenders and the Issuing Bank are relying on this waiver in providing the Credit Extensions and that this waiver is a material part of the consideration which the Collateral Agent is receiving therefor. Each Pledgor expressly agrees that under no circumstances shall such Pledgor be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Collateral Agent or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Obligations. (b) Regardless of whether any Pledgor may have made any payments to the Collateral Agent, until such time as the Release Conditions have been satisfied in full or such Pledgor shall have been released pursuant to Section 9.8(a) of the Credit Agreement, each Pledgor agrees to subordinate to such payment of Indebtedness: (A) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from any Guarantor, any other Pledgor or any Borrower on account of the Collateral encumbered by this Agreement, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise; (B) all rights to enforce any remedy that the Collateral Agent may have against any Guarantor, any other Pledgor, any Borrower or any other Person granting collateral for the Secured Obligations and/or the Obligations; and (C) all rights to participate in any collateral now or later to be held by the Collateral Agent; provided that the foregoing undertakings shall remain subject to the preferential payment provisions of Section 7.5(d) hereof. (c) Each Pledgor waives all rights and defenses arising out of an election of remedies by the Collateral Agent with respect to any real property security pledged by any Guarantor, any other Pledgor or any Borrower as security for the Obligations (including, without limitation, the Other Security), even though that election of remedies, such as nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Pledgor’s rights of subrogation and reimbursement against such Guarantor, other Pledgor and/or such Borrower. (d) Each Pledgor waives and relinquishes all rights which may be available to it under any provision of law or under any judicial decision, to limit the amount of any deficiency judgment or other judgment which may be obtained against such Pledgor to not more than the amount by which the unpaid Secured Obligations exceed the fair market value or fair value of the Collateral, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of the Collateral. If the Collateral Agent is required to pay, return or restore to any Guarantor, any other Pledgor, any Borrower or any other Person any amounts previously received by Collateral Agent under the Credit Documents because of any Insolvency Proceeding of any Pledgor, any Borrower, any other Credit Party or any other Person, any stop notice or any other reason, the obligations of such Pledgor shall be reinstated and revived and the rights of the Collateral Agent shall continue with regard to such amounts, all as though they had never been paid. (e) Without limiting the foregoing, each Pledgor waives all rights and defenses arising out of an election of remedies by the Collateral Agent even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Secured Obligation and/or an Obligation, has destroyed such Pledgor’s rights of subrogation and reimbursement against any Guarantor, any other Pledgor or any Borrower by operation of law or otherwise. (f) Nothing set forth in this Agreement, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Collateral or from any liability to any person under or in respect of any of the Collateral, in each case, pursuant to any other agreement or contractual obligation. The Collateral Agent may exercise its remedies hereunder, without first proceeding against any Guarantor, any other Pledgor, any Borrower, any other Person or any collateral that the Collateral Agent may hold, and without pursuing any other remedy. The Collateral Agent’s rights under this Agreement shall not be exhausted by any action by the Collateral Agent until all Secured Obligations have been paid and performed in full. 7.6 Each Pledgor acknowledges: that it (in its capacity as Pledgor and Guarantor) expects to benefit from the Credit Extensions under the Credit Documents to Borrowers because of its relationship to Borrowers; that it is receiving substantial benefits (which are reasonably equivalent consideration for each such Pledgor’s execution hereof) from the transaction of which those Credit Extensions form a part; and that it is executing this Agreement in consideration of those benefits.