Common use of Security Interest Absolute Clause in Contracts

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) 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 extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantora Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) 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 extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other Obligor, any surety or any guarantor.

Security Interest Absolute. Borrower hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations Obligations of the Pledgor Borrower hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of: (a) any illegality or lack of validity or enforceability of the Credit Agreement, any Note Obligation or any other Loan Document,related agreement or instrument; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, place or manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, amendment or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, this Agreement, any Note Loan Document or any other Loan Document,agreement, including any increase in the Obligations resulting from any extension of additional credit or otherwise; (fc) any additiontaking, exchange, substitution, release, surrender impairment or non-perfection of any collateral (including the Collateral)Collateral or any other collateral, or any amendment to or taking, release, impairment, amendment, waiver or release other modification of or addition to or consent to departure from any guaranty, for all or any of the Secured Obligations; (d) any manner of sale, disposition or application of Proceeds of any Collateral or any other collateral or other assets to all or part of the Obligations; (e) any default, failure or delay, willful or otherwise, in the performance of the Obligations; (f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, Borrower against the Lender; or (g) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by the Lender that might vary the risk of Borrower or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Grantor, Borrower or any other Obligorgrantor, any surety guarantor or any guarantorsurety.

Security Interest Absolute. All rights of the Collateral Agent Lender and -------------------------- the security interests granted to the Collateral Agent Lender hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,Document or any instrument or document relating thereto; (b) the failure of any Secured Party or any holder of any Notethe Lender: (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor Pledgor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document Note or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations,; (c) 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 extension, compromise or renewal of any of the Secured Obligation,Obligations; (d) any reduction, limitation, impairment or termination of any of the Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Secured Obligations or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,Document or any instrument or document relating thereto; (f) any addition, exchange, release, surrender or non-perfection nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense (other than the defense of payment in full of the Secured Obligations) available to, or a legal or equitable discharge of, the Grantor, any other ObligorPledgor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,; (c) 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 extension, compromise or renewal of any Secured Obligation,Obligations; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor Borrower hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of either of the Credit AgreementAgreements, any Note or any other Loan Document, (b) the failure of any Secured Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor or any other Person under the provisions of either of the Credit AgreementAgreements, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured ObligationsObligations of the Borrower or any other Obligor, (c) 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 extension, compromise or renewal of any Secured ObligationObligation of the Borrower or any other Obligor, (d) any reduction, limitation, impairment or termination of any Secured Obligations of the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of the Borrower, any other Obligor or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of either of the Credit AgreementAgreements, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective ofof any of the following conditions, occurrences or events: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor Grantor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) 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 extension, compromise or renewal of any Secured Obligation,, including any increase in the Secured Obligations resulting from the extension of additional credit to any Grantor or any other obligor or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other Obligor, any surety Grantor or any guarantorotherwise.

Security Interest Absolute. All rights of the Collateral Agent and Lender hereunder, the grant of a security interests granted to interest in the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute absolute, irrevocable, and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity claim as to the genuineness, validity, regularity or enforceability of the Credit Agreement, any Note or any such other Loan Document,instrument or agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim as to the genuineness, validity, regularity or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions enforceability of the Credit each Deposit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all of or any of the Secured Obligations Obligations, or any other extensionamendment, compromise modification, extension or renewal waiver of or any Secured Obligation,consent to any departure from the Note or any such other instrument or agreement relating to any of the foregoing; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject amendment to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason each of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,Deposit Agreements; (e) any amendment tochange in the corporate existence, rescission, waiver, structure or other modification ofownership of any of the Issuers of the Shares, or any liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting any of the Issuers or their assets; (f) any law, rule, regulation, decree or order of any jurisdiction, any change in any of the foregoing, or any other event, affecting any term of any Secured Obligation or Lender’s rights with respect thereto, to the extent permitted by law; (g) the occurrence of any Event of Default under the Note; (h) any exchange, substitution, impairment, release or non-perfection of Lender’s security interest in any other Collateral, or any release or amendment or waiver of or consent to or departure fromfrom any guaranty, for all or any of the Secured Obligations; (i) any failure by Lender or any other Person, whether or not without fault on its part, to perform or comply with any of the terms of the Credit Agreement, any Note or any such other Loan Document,instrument or agreement relating thereto; (fj) the absence of any action to enforce this Agreement or the Note; (k) the lack of authority of the Pledgor to execute or deliver any agreement to which it is a party; (l) any additioninsolvency, exchangebankruptcy, releaseliquidation, surrender reorganization, readjustment, composition, dissolution, receivership, conservatorship, winding up or non-perfection other similar proceeding involving or affecting the Pledgor, any of the Collateral or any collateral (including the Collateral)part thereof, or any amendment other Person; (m) any rights acquired by way of subrogation under this Agreement or by any payment made hereunder or otherwise until the Secured Obligations are fully satisfied and the termination of the Note and any other agreements providing for the extension of credit; (n) the existence, value or condition of, or failure to perfect its lien against, any security for the Obligations or waiver any action, or the absence of any action, by Lender in respect thereof (including, without limitation, the release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, such security); or (go) any other circumstances which circumstance whatsoever that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any Pledgor in respect of the Obligations or in respect of this Agreement (other Obligor, any surety or any guarantorthan the indefeasible payment in full of all Obligations).

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Note, or any other Loan Document,Document or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantorany Borrower, any other Obligor member of the Borrower Group or any other Person (including any other grantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor grantor of, or collateral securing, any Secured of the Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extension, compromise extension or renewal of any Secured Obligation,Obligation of any Borrower or any other member of the Borrower Group; (d) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor Grantor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of any Borrower, any other member of the Borrower Group or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan Document,Document or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral)collateral, or any amendment to or waiver or release of or addition to of, or consent to departure from from, any guaranty, for other security interest held by any Secured Party or any holder of any Note securing any of the Secured Obligations, ; or (g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other Obligormember of the Borrower Group, any surety or any guarantorgrantor.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Note, or any other Loan Document,Document or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor Loan Party or any other Person (including any other grantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor grantor of, or collateral securing, any Secured of the Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extension, compromise extension or renewal of any Secured Obligation,Obligation of the Borrower or any other Loan Party; (d) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor Grantor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of the Borrower, any other Loan Party or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan Document,Document or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral)collateral, or any amendment to or waiver or release of or addition to of, or consent to departure from from, any guaranty, for other security interest held by any Secured Party or any holder of any Note securing any of the Secured Obligations, ; or (g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other ObligorLoan Party, any surety or any guarantorgrantor.

Security Interest Absolute. All rights of the Collateral Agent Secured Party and the security interests granted to the Collateral Agent Secured Party hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document,; (b) the failure of any the Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,; (c) 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 extension, compromise or renewal of any Secured Obligation,; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Current Assets Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrowers, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Current Assets Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Current Assets Obligations or any other extension, compromise or renewal of any Secured Obligation,Current Assets Obligations; (d) any reduction, limitation, impairment or termination of any Secured Current Assets Obligations for any reasonreason (other than the repayment in full and in cash of all Current Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Current Assets Obligations or otherwise,; (e) any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), ) or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, guaranty for any of the Secured Current Assets Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Note, or any other Loan Document,Document or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor Loan Party or any other Person (including any other pledgor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor pledgor of, or collateral securing, any Secured of the Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extension, compromise extension or renewal of any Secured Obligation,Obligation of the Borrower or any other Loan Party; (d) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of the Borrower, any other Loan Party or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan Document,Document or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral)collateral, or any amendment to or waiver or release of or addition to of, or consent to departure from from, any guaranty, for other pledgor held by any Secured Party or any holder of any Note securing any of the Secured Obligations, ; or (g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other ObligorLoan Party, any surety or any guarantorpledgor.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Note, or any other Loan Document,Document or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantorany Borrower, any other Obligor member of the Borrower Group or any other Person (including any other pledgor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor pledgor of, or collateral securing, any Secured of the Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extension, compromise extension or renewal of any Secured Obligation,Obligation of any Borrower or any other member of the Borrower Group; (d) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of any Borrower, any other member of the Borrower Group or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan Document,Document or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-non- perfection of any collateral (including the Collateral)collateral, or any amendment to or waiver or release of or addition to of, or consent to departure from from, any guaranty, for other pledgor held by any Secured Party or any holder of any Note securing any of the Secured Obligations, ; or (g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other Obligormember of the Borrower Group, any surety or any guarantorpledgor.

Security Interest Absolute. All rights of the Collateral Agent Custodian and the security interests granted to the Collateral Agent Custodian hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note this Pledge Agreement or any other Loan Operative Document, (b) the failure of any Secured Party or any holder of any Note (i) the Pledgee to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor Pledgor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Operative Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations the Pledgee or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit any Operative Document, Securities Pledge Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, Pledgor or Pledgee or any other Obligor, any surety or any guarantorPerson.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Note, or any other Loan Document,Document or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantorother Borrower, any other Obligor member of the Borrower Group or any other Person (including any other grantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor grantor of, or collateral securing, any Secured of the Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extension, compromise extension or renewal of any Secured Obligation,Obligation of the other Borrower or any other member of the Borrower Group; (d) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor Grantor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of the other Borrower, any other member of the Borrower Group or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan Document,Document or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral)collateral, or any amendment to or waiver or release of or addition to of, or consent to departure from from, any guaranty, for other security interest held by any Secured Party or any holder of any Note securing any of the Secured Obligations, ; or (g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorother Borrower, any other Obligormember of the Borrower Group, any surety or any guarantorgrantor.

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligations of the Borrower or any other Obligor; (c) 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 extension, compromise or renewal of any Secured Obligation,; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender surrender, impairment or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Agent Trustee and the Holders of the Notes and the pledges, assignments and security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall be irrevocable, absolute and unconditional with respect irrespective of, and the Pledgor hereby irrevocably waives (to the Secured Obligationsmaximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, irrespective ofany or all of the following: (a) any lack of validity or enforceability of the Credit Agreement, any Note Indenture or Notes or any other Loan Document,agreement or instrument relating thereto; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) 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 extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, waiver of or any consent to any departure from, any of from the terms of the Credit Agreement, any Note Indenture or Notes or any other Loan Document,agreement or instrument relating thereto; (fc) any additiontaking, exchangeexchange or release of, release, surrender or non-perfection of any Liens on, any Collateral or any other collateral for all or any of the Secured Obligations; (including the Collateral)d) any manner of application of any Collateral or any other collateral, or any amendment proceeds thereof, to all or waiver or release of or addition to or consent to departure from any guaranty, for 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 assets of the Pledgor; (e) any change, restructuring or termination of the corporate structure or existence of the Pledgor; or (gf) to the extent permitted by applicable law, any other circumstances circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Holder of the Notes, which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorPledgor in respect of the Secured Obligations or of this Pledge Agreement. This Pledge 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 the Trustee or any Holder of the Notes or by any other ObligorPerson upon the insolvency, any surety bankruptcy or any guarantorreorganization of the Pledgor or otherwise, all as though such payment had not been made.

Security Interest Absolute. All rights of the Collateral Agent Secured Parties and the security interests granted to the Collateral Agent Secured Parties hereunder, and all obligations of the Pledgor Debtor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of : (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) the failure of any Secured Party or any holder of any Note (i) Parties to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor Debtor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securingSecured Collateral security for, any Secured Obligations, ; (cb) 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 extension, compromise or renewal of any Secured Obligation, ; (dc) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor Debtor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affectingaffect, any Secured Obligations or otherwise, Obligations; (ed) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, ; (fe) any addition, exchange, release, surrender or non-perfection nonperfection of any collateral (including the Secured Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or or (gf) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any other ObligorDebtor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the each Pledgor hereunder, shall be be, absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective ofof any of the following conditions, occurrences or events: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor Pledgor or any other Person under the provisions of the Credit Agreementany Loan Document, any Note, any other Loan Document or otherwise, or (ii) otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) 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 extension, compromise or renewal of any Secured Obligation,, including any increase in the Secured Obligations resulting from the extension of additional credit to any Pledgor or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other Obligor, any surety Pledgor or any guarantorotherwise.

Security Interest Absolute. All To the extent permissible by applicable law, all rights of Secured Party hereunder, the grant of a security interest in the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall will be absolute absolute, irrevocable, and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity claim as to the genuineness, validity, regularity or enforceability of the Credit Call Option Agreement, the CV Shareholders’ Agreement, the Operating Agreement, any Note agreement with respect to any of the Secured Obligations or any other Loan Document,agreement or instrument relating to any of the foregoing; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) 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 extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or any other amendment, modification, extension or waiver of or any consent to any departure from the Call Option Agreement, the Operating Agreement, the CV Shareholders’ Agreement or any other agreement or instrument relating to any of the foregoing; (c) any change in the corporate existence, structure or ownership of any issuer of Pledged Interests, or any liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting any such issuer or its assets; (d) any release of any collateral securing any obligations in respect of the Call Option Agreement, the Operating Agreement, the CV Shareholders’ Agreement or any guarantee or other credit support in respect thereof; (e) any law, rule, regulation, decree or order of any jurisdiction, any change in any of the foregoing, or any other event, affecting any term of any Secured Obligation or Secured Party’s rights with respect thereto; or (gf) any other circumstances which circumstance whatsoever that might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor in respect of the GrantorSecured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all Secured Obligations). FOR VALUE RECEIVED, any other Obligorthe undersigned hereby assigns, any surety or any guarantortransfers and conveys to (the “Assignee”) [ ]% of the outstanding membership interests of VLG Argentina, LLC (the “Issuer”), standing in the name of the undersigned on the books of the Issuer and represented by Certificate No. [ ] and does hereby irrevocably constitute and appoint the Assignee as its attorney-in-fact to transfer the said interests on the books of the Issuer, with full power of substitution in the premises. Dated: [ ] FINTECH MEDIA, LLC] By: Name: Title: [Date] COMPANY [Address] Attention:[ ] Fax: [ ] Ladies and Gentlemen: The undersigned, [·], refers to the Call Option Agreement, dated as of July 7, 2017 (the “Call Option Agreement” and the terms defined therein being used herein as therein defined), among the undersigned, FT, FIA and Fintech Advisory and hereby gives you notice, irrevocably, pursuant to Section 13(a)(i) of the Call Option Agreement that the undersigned hereby exercises the Call Option provided under Section 2(a) of the Call Option Agreement, and in connection with such sets forth below the information relating to such exercise as required by Section [13(a)(i)] of the Call Option Agreement: i. The Option Closing Date shall be [·]. ii. The Call Option is exercised with respect to the [ FT Membership Interests] [VLG Membership Interests] [Spinco Interests]. iii. The [ FT Membership Interests] [VLG Membership Interests] [Spinco Interests] represent [·] [shares/membership interests] of [FT/VLG/Spinco] and the Exercise Price is equal to US$[·]. Very truly yours, CABLEVISION HOLDING S.A. By: Name: Title: THIS ASSIGNMENT AGREEMENT (the “Agreement”) is entered into as of [·], 201[7] by and between [Fintech Telecom, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“FT”)/ Fintech Media, LLC, a limited liability company organized and existing under the laws of the State of Delaware/ Fintech Advisory Inc. a corporation organized and existing under the laws of the State of Delaware/ [Spinco], a [·] organized under the laws of [·]] (“Assignor”), and Cablevisión Holding S.A., a company organized and existing under the laws of Argentina, in its capacity as assignee (“Assignee”) [and Fintech Media, LLC as managing member of VLG Argentina, LLC, a limited liability company organized and existing under the laws of the State of Delaware, USA].

Security Interest Absolute. All rights of the Collateral -------------------------- Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Term Loan Agreement, any Term Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any Term Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower Grantor, any other Obligor or any other Person under the provisions of the Credit Term Loan Agreement, any Term Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, securing any Secured Obligations,; (c) 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 extension, compromise or renewal of any Secured Obligation,Obligations; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Term Loan Agreement, any Term Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower Grantor, any other Obligor, or any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Agent Secured Parties and the security interests granted to the Collateral Agent Secured Parties hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) of any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) ; the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor Loan Party or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) or to exercise any right or remedy against any other guarantor ofGuarantor, or collateral securing, any Secured Obligations, (c) the Obligation; any change in the time, manner or place of payment of, or in any other term of, all the Obligation or any of the Secured Obligations or any other extension, compromise or renewal of any Secured the Obligation, (d) ; any reduction, limitation, impairment or termination of any Secured Obligations the Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations the Obligation or otherwise, (e) ; any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) ; any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to to, or consent to or departure from from, any guarantyguaranty held by any Secured Party, for any of the Secured Obligations, or (g) Obligation; or any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any other ObligorLoan Party, any surety or any guarantor, other than the occurrence of the Final Termination Date.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Loan Document or any other Loan Document,Rate Protection Agreement or any document or agreement relating to or on account of any Secured Bank Product; (b) the failure of any Secured Party or any holder of any NoteLender Party: (i) to assert any claim or demand or to enforce any right or remedy against the any Grantor, any other Obligor Loan Party or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation of any Grantor or any other Loan Party; 39769786.7 (c) 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 extension, compromise or renewal of any Secured Obligation,, including any increase in the Secured Obligations resulting from the extension of additional credit to any Grantor or any other Loan Party or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation of any Grantor or of any other Loan Party for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation of any Grantor or of any other Loan Party or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Loan Document or any other Loan Document,Rate Protection Agreement or any document or agreement relating to or on account of any Secured Bank Product; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the any Grantor, any other ObligorLoan Party, any surety or any guarantorguarantor or otherwise, including as a result of any proceeding of the nature referred to in Section 8.1.7 of the Credit Agreement.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective ofof any of the following conditions, occurrences or events: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorParent, the Borrower, any other Obligor Grantor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) 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 extension, compromise or renewal of any Secured Obligation,, including any increase in the Obligations resulting from the extension of additional credit to any Grantor or any other obligor or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorParent, the Borrower, any other Obligor, any surety Grantor or any guarantorotherwise.

Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of the Pledgor Pledgors hereunder, shall be be, absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective ofof any of the following conditions, occurrences or events: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any Note (i) Lender to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor Pledgor or any other Person under the provisions of the Credit Agreementany Loan Document, any Note, any other Loan Document or otherwise, or (ii) otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) 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 extension, compromise or renewal of any Secured Obligation,, including any increase in the Secured Obligations resulting from the extension of additional credit to any Pledgor or the Borrower; (d) any reduction, limitation, impairment or termination of any the Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral)collateral, or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Pledgor, the Grantor, any other Obligor, any surety Borrower or any guarantorotherwise.

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective ofof any of the following conditions, occurrences or events: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Noteholder Document,; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against Holdings, the GrantorIssuer, any other Obligor Grantor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Noteholder Document or otherwise, or (ii) otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) 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 extension, compromise or renewal of any Secured Obligation,, including any increase in the Obligations resulting from the extension of additional credit to any Grantor or any other obligor or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Noteholder Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorHoldings, Issuer, any other Obligor, any surety Grantor or any guarantorotherwise.

Security Interest Absolute. All To the extent permissible by applicable law, all rights of Secured Party hereunder, the grant of a security interest in the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall will be absolute absolute, irrevocable, and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity claim as to the genuineness, validity, regularity or enforceability of the Credit Call Option Agreement, the CV Shareholders’ Agreement, the Operating Agreement, any Note agreement with respect to any of the Secured Obligations or any other Loan Document,agreement or instrument relating to any of the foregoing; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) 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 extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or any other amendment, modification, extension or waiver of or any consent to any departure from the Call Option Agreement, the Operating Agreement, the CV Shareholders’ Agreement or any other agreement or instrument relating to any of the foregoing; (c) any change in the corporate existence, structure or ownership of any issuer of Pledged Interests, or any liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting any such issuer or its assets; (d) any release of any collateral securing any obligations in respect of the Call Option Agreement, the Operating Agreement, the CV Shareholders’ Agreement or any guarantee or other credit support in respect thereof; (e) any law, rule, regulation, decree or order of any jurisdiction, any change in any of the foregoing, or any other event, affecting any term of any Secured Obligation or Secured Party’s rights with respect thereto; or (gf) any other circumstances which circumstance whatsoever that might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor in respect of the Grantor, any Secured Obligations or in respect of this Agreement (other Obligor, any surety or any guarantorthan the indefeasible payment in full of all Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor Pledgors hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note Pledge Agreement or any other Loan Operative Document, (b) the failure of any Secured Party or any holder of any Note (i) Lender to assert any claim or demand or to enforce any right or remedy against the GrantorLessee, any other Obligor the Lessor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Operative Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of obligations under the Secured Obligations Operative Documents or any other extension, compromise or renewal of any Secured Obligationsuch obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations such obligations under the Operative Documents for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor Pledgors hereby waives waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations the Lessee, the Lessor or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Operative Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligationsobligations under the Operative Documents, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorLessee, the Lessor or any other Obligor, any surety or any guarantorPerson.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Term Loan Note, or any other Loan Document,Document or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any NoteParty: (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor Loan Party or any other Person (including any other pledgor) under the provisions of the Credit Agreement, any Term Loan Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor pledgor of, or collateral securing, any Secured of the Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extension, compromise extension or renewal of any Secured Obligation,Obligation of the Borrower or any other Loan Party. (d) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the such Pledgor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of the Borrower, any other Loan Party or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Term Loan Note, any other Loan Document,Document or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral)collateral, or any amendment to or waiver or release of or addition to of, or consent to departure from from, any guaranty, for other security interest held by any Secured Party securing any of the Secured Obligations, ; or (g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other ObligorLoan Party, any surety or any guarantorpledgor.

Security Interest Absolute. All rights of the Collateral Agent Agent, the Trustee and the Holders and the security interests granted to the Collateral Agent interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of : (a) any lack of validity or enforceability of the Credit Agreement, any Note Indenture or any other Loan Document, agreement, document or instrument relating thereto; (b) the failure of any Secured Party the Trustee or any holder of any Note Holder (i) to assert any claim or demand or to enforce any right or remedy against the GrantorPledgor, any other Obligor Affiliate of the Pledgor or any other Person under the provisions of the Credit AgreementIndenture, any Note, Note or any other Loan Document agreement, document or otherwise, or instrument relating thereto or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured of the Obligations, ; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations (including any increase in the amount thereof), or any other extensionamendment or waiver of or any consent to any departure from the Indenture, compromise any Note or renewal of any Secured Obligation, other agreement, document or instrument relating thereto; (d) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Holders to terminate the Obligations in full, but including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor hereby waives any right to or claim of) , any defense or setoffset-off, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise, ; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit AgreementIndenture, any Note Debenture or any other Loan Document, agreement, document or instrument relating thereto; (f) any addition, exchange, releasesurrender, surrender release or non-perfection of any collateral (including the Collateral), or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guaranty, for other security interest held by Person securing any of the Secured Obligations, or ; (g) any bankruptcy or insolvency of the Guarantor, the Pledgor or any other circumstances Person; or (h) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any other Obligor, any surety Pledgor or any guarantorthird party pledgor (other than the defense of payment).

Security Interest Absolute. All rights of the Collateral Agent and the other Secured Parties and the pledge, assignment and security interests granted to the Collateral Agent interest hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be irrevocable, absolute and unconditional with respect irrespective of, and each Grantor hereby irrevocably waives (to the Secured Obligationsmaximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, irrespective ofany or all of the following: (a) any lack of validity or enforceability of the Credit Agreement, any Note Loan Document or any other Loan Document,agreement or instrument relating thereto; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) 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 extension, compromise amendment or renewal waiver of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure fromfrom any Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the terms of the Credit Agreement, any Note Borrower or any other Loan Document,otherwise; (fc) any additiontaking, exchange, release, surrender release or non-perfection of any collateral (including the Collateral)Collateral or any other collateral, or any taking, release or amendment to or waiver or release of or addition to or consent to departure from any guaranty, for all or any of the Secured Obligations; (d) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, oror 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 assets of any Credit Party; (e) any change, restructuring or termination of the corporate structure or existence of any Credit Party; (f) any failure of any Secured Party to disclose to any Credit Party any material information relating to the business, financial condition, operations, performance, assets, nature of assets, liabilities or prospects of any other Credit Party now or hereafter known to such Secured Party (each Grantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other circumstances which Person to execute this Security Agreement or any other Security Document, guaranty or agreement or the release or reduction of liability of any Grantor or any other grantor or surety with respect to the Secured Obligations; or (h) any other circumstance (including, without limitation, 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 legal discharge of such Grantor or equitable discharge ofa third party grantor of a security interest. This Security Agreement shall continue to be effective or be reinstated, as the Grantorcase 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 ObligorPerson upon the insolvency, bankruptcy or reorganization of any surety Credit Party or any guarantorotherwise, all as though such payment had not been made.

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective ofof any of the following conditions, occurrences or events: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorParent, any Borrower, any other Obligor Grantor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) 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 extension, compromise or renewal of any Secured Obligation,, including any increase in the Obligations resulting from the extension of additional credit to any Grantor or any other obligor or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense (other than the defense of Full Payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorParent, any Borrower, any other ObligorGrantor or otherwise, any surety or any guarantorother than the defense of Full Payment.

Security Interest Absolute. All To the fullest extent permitted by applicable law, all rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against the Grantorany Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) 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 extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Agent and the other Secured Parties and the security interests granted to the Collateral Agent and the other Secured Parties hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of of (a) any lack of validity or enforceability of the Credit Agreement, any Note Agreement or any other Loan Transaction Document, ; (b) the failure of any Secured Party or any other holder of any Note , (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor Borrower or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Transaction Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, ; (c) 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 extension, compromise or renewal of any Secured Obligation, ; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Transaction Document, ; (f) any addition, exchange, release, surrender surrender, or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other ObligorLoan Party, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Agent and the other Secured Parties and the security interests granted to the Collateral Agent and the other Secured Parties hereunder, and all obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of of (a) any lack of validity or enforceability of the Credit Agreement, any Note Agreement or any other Loan Transaction Document, ; (b) the failure of any Secured Party or any other holder of any Note Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any Borrower or any other Obligor Loan Party or any other Person under the provisions of the Credit Agreement, any Note, Agreement or any other Loan Transaction Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, ; (c) 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 extension, compromise or renewal of any Secured Obligation, ; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Transaction Document, ; (f) any addition, exchange, release, surrender surrender, or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other ObligorLoan Party, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective ofof : (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Note, or any other Loan Document,Document or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantorany Borrower, any other Obligor member of the Borrower Group or any other Person (including any other pledgor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor pledgor of, or collateral securing, any Secured of the Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extension, compromise extension or renewal of any Secured Obligation,Obligation of any Borrower, or any other member of the Borrower Group; (d) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of any Borrower, any other member of the Borrower Group or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan Document,Document or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-non- perfection of any collateral (including the Collateral)collateral, or any amendment to or waiver or release of or addition to of, or consent to departure from from, any guaranty, for other pledgor held by any Secured Party or any holder of any Note securing any of the Secured Obligations, ; or (g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other Obligormember of the Borrower Group, any surety or any guarantorpledgor.

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of, and shall not be impaired or affected by: (a) any lack of validity or enforceability of the Credit Agreement, any Note other Loan Document, or any Instrument relating to any thereof or to any of the Obligations; (b) any change in the corporate existence, structure or ownership of the Pledgor or its Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any such Person or any Property of any such Person or any resulting release or discharge of any Obligation contained in the Credit Agreement or any other Loan Document,; (bc) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against the GrantorPledgor, any other Obligor Pledgor or any other Person under the provisions of the Credit Agreement, any Note, Agreement or any other Loan Document or otherwiseany other Instrument relating to any thereof or under any applicable law, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Pledged Collateral; (cd) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other compromise, renewal, extension, compromise acceleration or renewal of release with respect thereto or with respect to the Pledged Collateral, or any Secured Obligation,other amendment to, rescission, waiver or other modification of, or any consent to any departure from, the Credit Agreement or any other Loan Document or any other Instrument relating to any thereof; (de) any increase, reduction, limitation, impairment or termination of any Secured the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms Obligations (and the Pledgor hereby waives any right to or claim of the Credit Agreementany such defense or set-off, any Note counterclaim, recoupment or any other Loan Document,termination); (f) any additionsale, exchange, release, surrender release or non-perfection of any collateral (including the Pledged Collateral), or any release of or amendment to or waiver or release of or addition to or consent to departure from any guaranty, for guaranty or collateral held by the Agent or any other Secured Party securing or guaranteeing all or any of the Obligations; (g) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Pledgor against any other Pledgor or against any Secured Obligations, Party; or (gh) any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, the Grantor, any other Obligor, any surety or any guarantorPledgor.

Security Interest Absolute. All rights of the Collateral Agent and the -------------------------- security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note Note, the Guaranty, or any other Loan Document, (b) the failure of any Secured Party Lender or any other holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, the Guaranty, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) 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 extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwiseObligations, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Note, the Guaranty, or any other Loan Document, (f) any addition, exchange, release, surrender surrender, or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guarantythe Guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Agent hereunder and the security interests granted to the Collateral Agent hereunderAgent, for the benefit of the Secured Parties, hereunder and all obligations of the Pledgor hereunder, Pledgors hereunder shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of of (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Combined Loan Document, ; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the GrantorBorrower, any other Obligor Pledgor or any other Person under the provisions of the Credit Agreement, any Note, any other Combined Loan Document or otherwise, or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, ; (c) 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 extension, compromise or renewal of any Secured Obligation, Obligations; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Pledgor hereby waives waives, to the extent permitted by applicable law, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Combined Loan Document, ; (f) any addition, exchange, release, surrender surrender, or non-perfection of any collateral (including the Pledged Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guarantyguarantee, for any of the Secured Obligations, or ; or (g) any other circumstances which might would otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorBorrower, any other ObligorPledgor, any surety or any guarantorguarantor in respect of any Secured Obligations or this Agreement.

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the each Pledgor hereunder, shall be be, absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective ofof any of the following conditions, occurrences or events: (a) any lack of validity or enforceability of the Credit Agreement, any Note Indenture or any other Loan Security Document,; (b) the failure of any Secured Party or any holder of any Note (i) Holder to assert any claim or demand or to enforce any right or remedy against the GrantorParent, the Company, any other Obligor Pledgor or any other Person under the provisions of the Credit AgreementIndenture or any Security Document, any Note, any other Loan Document or otherwise, or (ii) otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) 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 extension, compromise or renewal of any Secured Obligation,, including any increase in the Obligations resulting from the extension of additional credit to any Pledgor or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Indenture or any other Loan Security Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorParent, the Company, any other Obligor, any surety Pledgor or any guarantorotherwise.

Security Interest Absolute. All rights of the Collateral Agent Custodian and -------------------------- the security interests granted to the Collateral Agent Custodian hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note this Pledge Agreement or any other Loan Operative Document, (b) the failure of any Secured Party or any holder of any Note (i) the Pledgee to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor Pledgor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Operative Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations the Pledgee or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Operative Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, oror Securities Pledge Agreement (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, Pledgor or Pledgee or any other Obligor, any surety or any guarantorPerson.

Security Interest Absolute. All rights of the Collateral Canadian Agent and the security interests granted to the Collateral Canadian Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note or Note, any other Loan Document,Document or any instrument or document relating thereto; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantorany Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) 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 extension, compromise or renewal of any Secured Obligation,; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan Document,Document or any instrument or document relating thereto; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense (other than the defense of payment in full of the Secured Obligations) available to, or a legal or equitable discharge of, the Grantoreither Borrower, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantoreither Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) 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 extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other Obligor, any surety or any guarantor.

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligations, irrespective ofof : (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note Note, or any other Loan Document,Document or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantorany Borrower, any other Obligor member of the Borrower Group or any other Person (including any other pledgor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor pledgor of, or collateral securing, any Secured of the Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extension, compromise extension or renewal of any Secured Obligation,Obligation any Borrower or any other member of the Borrower Group; (d) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of any Borrower, any other member of the Borrower Group or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan Document,Document or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral)collateral, or any amendment to or waiver or release of or addition to of, or consent to departure from from, any guaranty, for other pledgor held by any Secured Party or any holder of any Note securing any of the Secured Obligations, ; or (g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantorany Borrower, any other Obligormember of the Borrower Group, any surety or any guarantorpledgor.

Security Interest Absolute. All To the extent permissible by applicable law, all rights of the Collateral Agent and the security interests granted to the Collateral Agent Citibank hereunder, the grant of a security interest in the Cemex Posted Collateral and all obligations of the Pledgor Cemex hereunder, shall will be absolute absolute, irrevocable and unconditional with respect to the Secured Obligations, irrespective of: (a) any lack of validity claim as to the genuineness, validity, regularity or enforceability of this Collateral Agreement, the Credit Trust ISDA Agreement, any Note other agreement with respect to any of the Obligations or any other Loan Document,agreement or instrument relating to any of the foregoing; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all of or any of the Secured Obligations, or any other amendment, modification, extension or waiver of or any consent to any departure from the Trust ISDA Agreement, any other agreement with respect to any of the Obligations or any other extensionagreement or instrument relating to any of the foregoing; (c) any change in the existence, compromise structure or renewal beneficial ownership of the Trust, or any Secured Obligation,liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting the Trust or its assets; (d) any reduction, limitation, impairment or termination release of any Secured Obligations for collateral securing any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason obligations in respect of the invalidityTrust ISDA Agreement, illegality, nongenuineness, irregularity, compromise, unenforceability of, any other agreement with respect to any of the Obligations or any guarantee or other event or occurrence affecting, any Secured Obligations or otherwise,credit support in respect thereof; (e) any amendment tolaw, rescissionrule, waiverregulation, decree or other modification oforder of any jurisdiction, any change in any of the foregoing, or any consent to departure fromother event, affecting any term of the terms of the Credit Agreement, any Note Obligation or any other Loan Document,Citibank’s rights with respect thereto; or (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which circumstance whatsoever that might otherwise constitute a defense available to, or a legal or equitable discharge of, Cemex in respect of the Grantor, any Obligations or in respect of this Collateral Agreement (other Obligor, any surety or any guarantorthan the indefeasible payment in full of all Obligations).

Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective ofof any of the following conditions, occurrences or events: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against Holdings, the GrantorBorrower, any other Obligor Grantor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) 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 extension, compromise or renewal of any Secured Obligation,, including any increase in the Obligations resulting from the extension of additional credit to any Grantor or any other obligor or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the GrantorHoldings, Borrower, any other Obligor, any surety Grantor or any guarantorotherwise.

Security Interest Absolute. All rights of the Collateral Agent Custodian and the security interests granted to the Collateral Agent Custodian hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note this Pledge Agreement or any other Loan Operative Document, (b) the failure of any Secured Party or any holder of any Note (i) the Pledgee to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor Pledgor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Operative Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations the Pledgee or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Operative Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, oror Securities Pledge Agreement (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, Pledgor or Pledgee or any other Obligor, any surety or any guarantorPerson.

Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted to the Collateral Agent Pledgee hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note Pledge Agreement or any other Loan Operative Document, (b) the failure of any Secured Party or any holder of any Note (i) the Pledgee to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor Pledgor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Operative Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations the Pledgee or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit any Operative Document, Certificate Pledge Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, Pledgor or Pledgee or any other Obligor, any surety or any guarantorPerson.

Security Interest Absolute. All rights of the Collateral Agent Secured Parties and the security interests granted to the Collateral Agent Secured Parties hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional with respect to the Secured Obligationsunconditional, irrespective of (a) of any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) ; the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor Loan Party or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) or to exercise any right or remedy against any other guarantor ofGuarantor, or collateral securing, any Secured Obligations, (c) the Obligation; any change in the time, manner or place of payment of, or in any other term of, all the Obligation or any of the Secured Obligations or any other extension, compromise or renewal of any Secured the Obligation, (d) ; any reduction, limitation, impairment or termination of any Secured Obligations the Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations the Obligation or otherwise, (e) ; any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) ; any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to to, or consent to or departure from from, any guarantyguaranty held by any Secured Party, for any of the Secured Obligations, or (g) Obligation; or any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge dischar ge of, the Grantor, any other ObligorLoan Party, any surety or any guarantor, other than the occurrence of the Final Termination Date.