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 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. 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. (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. (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 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. 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 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. 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) 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. (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.