Common use of Security Interest Absolute and Waivers Clause in Contracts

Security Interest Absolute and Waivers. (a) The obligations of each Credit Party under or in respect of this Agreement or any other Security Document to which such Credit Party is a party are independent of the Secured Obligations or any other obligations of any other Credit Party under or in respect of the Financing Documents, and a separate action or actions may be brought and prosecuted by the Collateral Agent against each Credit Party to enforce this Agreement or any other Security Document to which such Credit Party is a party, irrespective of whether any action is brought against the Company or any other Credit Party or whether the Company or any other Credit Party is joined in any such action or actions. All rights of the Collateral Agent and the other Secured Parties and the Liens granted by the Grantors hereunder, and all obligations of each Credit Party hereunder, shall be unaffected by, and each Credit Party hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses to its obligations under the Security Documents that it may now have or may hereafter acquire, which defenses in any way relate to, any or all of the following: (i) any lack of validity or enforceability of any Financing Document or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other obligations of any Credit Party under or in respect of the Financing Documents or any other amendment or waiver of or any consent to any departure from any Financing Document, including any increase in the Secured Obligations resulting from the extension of additional credit to any Credit Party or any of its Subsidiaries or otherwise; (iii) any Condemnation, exchange, release or non-perfection of any Collateral or any other collateral, or any release, amendment or waiver of, or consent to, or departure from any Guaranty of all or any of the Secured Obligations; (iv) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of any Credit Party under or in respect of the Financing Documents or any other assets of any Credit Party or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of any Credit Party or any of its Subsidiaries; (vi) any failure of any Secured Party to disclose to any Credit Party any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Credit Party now or hereafter known to such Secured Party (each Credit Party waiving any duty on the part of the Secured Parties to disclose such information); (vii) the failure of any other Person to execute or deliver this Agreement or any other Security Document, guaranty or agreement or the release or reduction of liability of any Credit Party or other grantor or surety with respect to the Secured Obligations; or (viii) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, such Credit Party or any other Credit Party or third party grantor of a secured interest, but specifically excluding any defense or discharge arising as a result of performance or indefeasible payment. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Credit Party or otherwise, all as though such payment had not been made. (c) Each Credit Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, notice of intent to accelerate, acceleration, protest or dishonor and any other notice with respect to any of the Secured Obligations and this Agreement or any other Security Document to which such Credit Party is a party and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Credit Party or any other Person or any Collateral. (d) Each Credit Party hereby unconditionally and irrevocably waives any right to revoke this Agreement or any other Security Document to which such Credit Party is a party and acknowledges that this Agreement or any other Security Document to which such Credit Party is a party is continuing in nature and applies to all Secured Obligations, whether existing now or in the future. (e) Each Credit Party hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Collateral Agent that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Credit Party or other rights of such Credit Party to proceed against any other Credit Party, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of such Credit Party hereunder. (f) Each Credit Party and each of the Secured Parties confirms that it is the intention of all such Persons that this Agreement, the other Security Documents and the obligations of each Credit Party hereunder or thereunder do not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement, any other Security Document and the obligations of each Credit Party hereunder or thereunder or in connection with any Insolvency Proceeding in respect of any Credit Party. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Subsidiary Grantors hereby irrevocably agree that the obligations of each Subsidiary Grantor under this Agreement and the other Security Documents at any time shall not exceed the maximum amount as will result in the obligations of such Subsidiary Grantor under this Agreement and the other Security Documents not constituting a fraudulent transfer or fraudulent conveyance (after giving effect to Section 2.02 of the Subsidiary Guarantee Agreement). (g) Each Credit Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Security Documents and that the waivers set forth in this Section 9.03 are knowingly made in contemplation of such benefits.

Security Interest Absolute and Waivers. (a) The obligations of each Credit Party under or in respect of this Agreement or any other Security Document to which such Credit Party is a party are independent of the Secured Obligations or any other obligations of any other Credit Party under or in respect of the Financing Documents, and a separate action or actions may be brought and prosecuted by the Collateral Agent against each Credit Party to enforce this Agreement or any other Security Document to which such Credit Party is a party, irrespective of whether any action is brought against the Company or any other Credit Party or whether the Company or any other Credit Party is joined in any such action or actions. All rights of the Collateral Agent and the other Secured Parties and the Liens granted by the Grantors hereunder, and all obligations of each Credit Party hereunder, shall be unaffected by, and each Credit Party hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses to its obligations under the Security Documents that it may now have or may hereafter acquire, which defenses in any way relate to, any or all of the following: (i) any lack of validity or enforceability of any Financing Document or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other obligations of any Credit Party under or in respect of the Financing Documents or any other amendment or waiver of or any consent to any departure from any Financing Document, including any increase in the Secured Obligations resulting from the extension of additional credit to any Credit Party or any of its Subsidiaries or otherwise; (iii) any Condemnation, exchange, release or non-perfection of any Collateral or any other collateral, or any release, amendment or waiver of, or consent to, or departure from any Guaranty of all or any of the Secured Obligations; (iv) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of any Credit Party under or in respect of the Financing Documents or any other assets of any Credit Party or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of any Credit Party or any of its Subsidiaries; (vi) any failure of any Secured Party to disclose to any Credit Party any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Credit Party now or hereafter known to such Secured Party (each Credit Party waiving any duty on the part of the Secured Parties to disclose such information); (vii) the failure of any other Person to execute or deliver this Agreement or any other Security Document, guaranty or agreement or the release or reduction of liability of any Credit Party or other grantor or surety with respect to the Secured Obligations; or (viii) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, such Credit Party or any other Credit Party or third party grantor of a secured interest, but specifically excluding any defense or discharge arising as a result of performance or indefeasible payment. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Credit Party or otherwise, all as though such payment had not been made. (c) Each Credit Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, notice of intent to accelerate, acceleration, protest or dishonor and any other notice with respect to any of the Secured Obligations and this Agreement or any other Security Document to which such Credit Party is a party and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Credit Party or any other Person or any Collateral. (d) Each Credit Party hereby unconditionally and irrevocably waives any right to revoke this Agreement or any other Security Document to which such Credit Party is a party and acknowledges that this Agreement or any other Security Document to which such Credit Party is a party is continuing in nature and applies to all Secured Obligations, whether existing now or in the future. (e) Each Credit Party hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Collateral Agent that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Credit Party or other rights of such Credit Party to proceed against any other Credit Party, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of such Credit Party hereunder. (f) Each Credit Party and each of the Secured Parties confirms that it is the intention of all such Persons that this Agreement, the other Security Documents and the obligations of each Credit Party hereunder or thereunder do not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement, any other Security Document and the obligations of each Credit Party hereunder or thereunder or in connection with any Insolvency Proceeding in respect of any Credit Party. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Subsidiary Grantors hereby irrevocably agree that the obligations of each Subsidiary Grantor under this Agreement and the other Security Documents at any time shall not exceed the maximum amount as will result in the obligations of such Subsidiary Grantor under this Agreement and the other Security Documents not constituting a fraudulent transfer or fraudulent conveyance (after giving effect to Section 2.02 of the Subsidiary Guarantee Agreement). (g) Each Credit Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Security Documents and that the waivers set forth in this Section 9.03 5.03 are knowingly made in contemplation of such benefits.

Security Interest Absolute and Waivers. (a) The obligations Obligations of each Credit Party Grantor under or in respect of this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party are independent of the Secured Senior Debt Obligations or any other obligations Obligations of any other Credit Party Grantor under or in respect of the Financing Documents, and a separate action or actions may be brought and prosecuted by the Collateral Agent against each Credit Party Grantor to enforce this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party, irrespective of whether any action is brought against the Company or any other Credit Party Grantor or whether the Company or any other Credit Party Grantor is joined in any such action or actions. All rights of the Collateral Agent and the other Secured Parties and the Liens granted by the Grantors pledge, assignment and security interest hereunder, and all obligations Obligations of each Credit Party Grantor hereunder, shall be unaffected byirrevocable, absolute and unconditional irrespective of, and each Credit Party Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses to its obligations under the Security Documents that it may now have or may hereafter acquire, which defenses acquire in any way relate relating to, any or all of the following: (i) any lack of validity or enforceability of any Financing Document or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Senior Debt Obligations or any other obligations Obligations of any Credit Party Grantor under or in respect of the Financing Documents or any other amendment or waiver of or any consent to any departure from any Financing Document, including any increase in the Secured Senior Debt Obligations resulting from the extension of additional credit to any Credit Party Grantor or any of its Subsidiaries or otherwise; (iii) any Condemnationtaking, exchange, release or non-perfection of any Collateral or any other collateral, or any releasetaking, release or amendment or waiver of, of or consent to, or to departure from any Guaranty of guaranty, for all or any of the Secured Senior Debt Obligations; (iv) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Senior Debt Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Senior Debt Obligations or any other obligations Obligations of any Credit Party Grantor under or in respect of the Financing Documents or any other assets of any Credit Party Grantor or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of any Credit Party Grantor or any of its Subsidiaries; (vi) any failure of any Secured Party to disclose to any Credit Party Grantor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Credit Party Grantor now or hereafter known to such Secured Party (each Credit Party Grantor waiving any duty on the part of the Secured Parties to disclose such information); (vii) the failure of any other Person to execute or deliver this Agreement or any other Security Collateral Document, guaranty or agreement or the release or reduction of liability of any Credit Party Grantor (other than the complete release of the Company) or other grantor or surety with respect to the Secured Senior Debt Obligations; or (viii) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, such Credit Party Grantor or any other Credit Party Grantor or a third party grantor of a secured security interest, but specifically excluding any defense or discharge arising as a result of performance or indefeasible payment. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Credit Party Grantor or otherwise, all as though such payment had not been made. (c) Each Credit Party Grantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, notice of intent to accelerate, acceleration, protest or dishonor and any other notice with respect to any of the Secured Obligations and this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Credit Party Grantor or any other Person or any Collateral. (d) Each Credit Party Grantor hereby unconditionally and irrevocably waives any right to revoke this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party and acknowledges that this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party is continuing in nature and applies to all Secured Obligations, whether existing now or in the future. (e) Each Credit Party Grantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Collateral Agent any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Credit Party Grantor or other rights of such Credit Party Grantor to proceed against any of the other Credit PartyGrantors, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of such Credit Party Grantor hereunder. (f) Each Credit Grantor acknowledges that the Collateral Agent may, without notice to or demand upon such Grantor and without affecting the liability of such Grantor under this Agreement or any other Collateral Document to which such Grantor is a party, foreclose under any Mortgage by nonjudicial sale (subject to Applicable Law), and each Grantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Grantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law. (g) Each Grantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Grantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Grantor or any of its Subsidiaries now or hereafter known by such Secured Party. (h) Each Grantor and each of the Secured Creditor Parties confirms that it is the intention of all such Persons that this Agreement, the other Security Collateral Documents and the obligations Obligations of each Credit Party Grantor hereunder or thereunder do not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement, any other Security Collateral Document and the obligations Obligations of each Credit Party Grantor hereunder or thereunder or in connection with any Insolvency Proceeding in respect of any Credit PartyGrantor. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Subsidiary Grantors hereby irrevocably agree that the obligations Obligations of each Subsidiary Grantor under this Agreement and the other Security Collateral Documents at any time shall not exceed be limited to the maximum amount as will result in the obligations Obligations of such Subsidiary Grantor under this Agreement and the other Security Collateral Documents not constituting a fraudulent transfer or fraudulent conveyance (after giving effect to Section 2.02 of the Subsidiary Guarantee Agreement)conveyance. (gi) Each Credit Party Grantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Security Financing Documents and that the waivers set forth in this Section 9.03 9.05 are knowingly made in contemplation of such benefits.

Security Interest Absolute and Waivers. (a) The obligations Obligations of each Credit Party Grantor under or in respect of this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party are independent of the Secured Senior Debt Obligations or any other obligations Obligations of any other Credit Party Grantor under or in respect of the Financing Documents, and a separate action or actions may be brought and prosecuted by the Collateral Agent against each Credit Party Grantor to enforce this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party, irrespective of whether any action is brought against the Company or any other Credit Party Grantor or whether the Company or any other Credit Party Grantor is joined in any such action or actions. All rights of the Collateral Agent and the other Secured Parties and the Liens granted by the Grantors pledge, assignment and security interest hereunder, and all obligations Obligations of each Credit Party Grantor hereunder, shall be unaffected byirrevocable, absolute and unconditional irrespective of, and each Credit Party Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses to its obligations under the Security Documents that it may now have or may hereafter acquire, which defenses acquire in any way relate relating to, any or all of the following: (i) any lack of validity or enforceability of any Financing Document or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Senior Debt Obligations or any other obligations Obligations of any Credit Party Grantor under or in respect of the Financing Documents or any other amendment or waiver of or any consent to any departure from any Financing Document, including any increase in the Secured Senior Debt Obligations resulting from the extension of additional credit to any Credit Party Grantor or any of its Subsidiaries or otherwise; (iii) any Condemnationtaking, exchange, release or non-perfection of any Collateral or any other collateral, or any releasetaking, release or amendment or waiver of, of or consent to, or to departure from any Guaranty of guaranty, for all or any of the Secured Obligations; (iv) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations Obligations of any Credit Party Grantor under or in respect of the Financing Documents or any other assets of any Credit Party Grantor or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of any Credit Party Grantor or any of its Subsidiaries; (vi) any failure of any Secured Party to disclose to any Credit Party Grantor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Credit Party Grantor now or hereafter known to such Secured Party (each Credit Party Grantor waiving any duty on the part of the Secured Parties to disclose such information); (vii) the failure of any other Person to execute or deliver this Agreement or any other Security Collateral Document, guaranty or agreement or the release or reduction of liability of any Credit Party Grantor or other grantor or surety with respect to the Secured Obligations; or (viii) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, such Credit Party Grantor or any other Credit Party Grantor or a third party grantor of a secured security interest, but specifically excluding any defense or discharge arising as a result of performance or indefeasible payment. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Credit Party Grantor or otherwise, all as though such payment had not been made. (c) Each Credit Party Grantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, notice of intent to accelerate, acceleration, protest or dishonor and any other notice with respect to any of the Secured Obligations and this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Credit Party Grantor or any other Person or any Collateral. (d) Each Credit Party Grantor hereby unconditionally and irrevocably waives any right to revoke this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party and acknowledges that this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party is continuing in nature and applies to all Secured Obligations, whether existing now or in the future. (e) Each Credit Party Grantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Collateral Agent any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Credit Party Grantor or other rights of such Credit Party Grantor to proceed against any of the other Credit PartyGrantors, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of such Credit Party Grantor hereunder. (f) Each Credit Grantor acknowledges that the Collateral Agent may, without notice to or demand upon such Grantor and without affecting the liability of such Grantor under this Agreement or any other Collateral Document to which such Grantor is a party, foreclose under any Mortgage by nonjudicial sale (subject to Applicable Law), and each Grantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Grantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law. (g) Each Grantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Grantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Grantor or any of its Subsidiaries now or hereafter known by such Secured Party. (h) Each Grantor and each of the Secured Creditor Parties confirms that it is the intention of all such Persons that this Agreement, the other Security Collateral Documents and the obligations Obligations of each Credit Party Grantor hereunder or thereunder do not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement, any other Security Collateral Document and the obligations Obligations of each Credit Party Grantor hereunder or thereunder or in connection with any Insolvency Proceeding in respect of any Credit PartyGrantor. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Subsidiary Grantors hereby irrevocably agree that the obligations Obligations of each Subsidiary Grantor under this Agreement and the other Security Collateral Documents at any time shall not exceed be limited to the maximum amount as will result in the obligations Obligations of such Subsidiary Grantor under this Agreement and the other Security Collateral Documents not constituting a fraudulent transfer or fraudulent conveyance (after giving effect to Section 2.02 of the Subsidiary Guarantee Agreement)conveyance. (gi) Each Credit Party Grantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Security Financing Documents and that the waivers set forth in this Section 9.03 are knowingly made in contemplation of such benefits.

Security Interest Absolute and Waivers. (a) The obligations Obligations of each Credit Party Grantor under or in respect of this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party are independent of the Secured Senior Debt Obligations or any other obligations Obligations of any other Credit Party Grantor under or in respect of the Financing Documents, and a separate action or actions may be brought and prosecuted by the Collateral Agent against each Credit Party Grantor to enforce this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party, irrespective of whether any action is brought against the Company or any other Credit Party Grantor or whether the Company or any other Credit Party Grantor is joined in any such action or actions. All rights of the Collateral Agent and the other Secured Parties and the Liens granted by the Grantors pledge, assignment and security interest hereunder, and all obligations Obligations of each Credit Party Grantor hereunder, shall be unaffected byirrevocable, absolute and unconditional irrespective of, and each Credit Party Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses to its obligations under the Security Documents that it may now have or may hereafter acquire, which defenses acquire in any way relate relating to, any or all of the following: (i) any lack of validity or enforceability of any Financing Document or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Senior Debt Obligations or any other obligations Obligations of any Credit Party Grantor under or in respect of the Financing Documents or any other amendment or waiver of or any consent to any departure from any Financing Document, including any increase in the Secured Senior Debt Obligations resulting from the extension of additional credit to any Credit Party Grantor or any of its Subsidiaries or otherwise; (iii) any Condemnationtaking, exchange, release or non-perfection of any Collateral or any other collateral, or any releasetaking, release or amendment or waiver of, of or consent to, or to departure from any Guaranty of guaranty, for all or any of the Secured Senior Debt Obligations; (iv) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Senior Debt Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Senior Debt Obligations or any other obligations Obligations of any Credit Party Grantor under or in respect of the Financing Documents or any other assets of any Credit Party Grantor or any of its Subsidiaries; (v) any change, restructuring or termination of the corporate structure or existence of any Credit Party Grantor or any of its Subsidiaries; (vi) any failure of any Secured Party to disclose to any Credit Party Grantor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Credit Party Grantor now or hereafter known to such Secured Party (each Credit Party Grantor waiving any duty on the part of the Secured Parties to disclose such information); (vii) the failure of any other Person to execute or deliver this Agreement or any other Security Collateral Document, guaranty or agreement or the release or reduction of liability of any Credit Party Grantor or other grantor or surety with respect to the Secured Senior Debt Obligations; or (viii) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, such Credit Party Grantor or any other Credit Party Grantor or a third party grantor of a secured security interest, but specifically excluding any defense or discharge arising as a result of performance or indefeasible payment. (b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations or the Springdale Obligations, as the case may be, is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Credit Party Grantor or otherwise, all as though such payment had not been made. (c) Each Credit Party Grantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, notice of intent to accelerate, acceleration, protest or dishonor and any other notice with respect to any of the Secured Obligations or the Springdale Obligations and this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Credit Party Grantor or any other Person or any Collateral. (d) Each Credit Party Grantor hereby unconditionally and irrevocably waives any right to revoke this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party and acknowledges that this Agreement or any other Security Collateral Document to which such Credit Party Grantor is a party is continuing in nature and applies to all Secured Obligations and, to the extent applicable, the Springdale Obligations, whether existing now or in the future. (e) Each Credit Party Grantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Collateral Agent any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Credit Party Grantor or other rights of such Credit Party Grantor to proceed against any of the other Credit PartyGrantors, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of such Credit Party Grantor hereunder. (f) Each Credit Grantor acknowledges that the Collateral Agent may, without notice to or demand upon such Grantor and without affecting the liability of such Grantor under this Agreement or any other Collateral Document to which such Grantor is a party, foreclose under any Mortgage by nonjudicial sale (subject to Applicable Law), and each Grantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Grantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law. (g) Each Grantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Grantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Grantor or any of its Subsidiaries now or hereafter known by such Secured Party. (h) Each Grantor and each of the Secured Creditor Parties confirms that it is the intention of all such Persons that this Agreement, the other Security Collateral Documents and the obligations Obligations of each Credit Party Grantor hereunder or thereunder do not constitute a fraudulent transfer or fraudulent conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement, any other Security Collateral Document and the obligations Obligations of each Credit Party Grantor hereunder or thereunder or in connection with any Insolvency Proceeding in respect of any Credit PartyGrantor. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Subsidiary Grantors hereby irrevocably agree that the obligations Obligations of each Subsidiary Grantor under this Agreement and the other Security Collateral Documents at any time shall not exceed be limited to the maximum amount as will result in the obligations Obligations of such Subsidiary Grantor under this Agreement and the other Security Collateral Documents not constituting a fraudulent transfer or fraudulent conveyance (after giving effect to Section 2.02 of the Subsidiary Guarantee Agreement)conveyance. (gi) Each Credit Party Grantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Security Financing Documents and that the waivers set forth in this Section 9.03 9.05 are knowingly made in contemplation of such benefits.