Common use of Security Interest Absolute Clause in Contracts

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent Secured Parties hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Letter Loan Agreement, the Notes, any other Loan Document, Document or any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Letter Loan Agreement, the Notes, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunderAgent, the grant of a security interest in the Collateral all Liens and all obligations of each Pledgor hereunder, of the Pledgors hereunder shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Securities Purchase Agreement or any other agreement or instrument relating to any of the foregoingTransaction Document, (bii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Securities Purchase Agreement or any other agreement or instrument relating to any of the foregoingTransaction Document, (ciii) any exchangeexchange or release of, release or nonperfection non-perfection of any other collateralLien on any Collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations Obligations, or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor of the Pledgors in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations). All authorizations and agencies contained herein with respect to any of the Collateral are irrevocable and powers coupled with an interest.

Security Interest Absolute. All rights of the Collateral Agent Pledgee hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreementany Loan Document, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, Guarantor and Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Guarantor or Grantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoingdocuments, instruments or agreements evidencing any of the Secured Obligations, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent Pledgee hereunder, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, Note or any other Loan Documentloan document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementNote, any other Loan Document loan document, or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a Security Interest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunderAgents and the Lenders, the grant of a security interest in the Collateral all Liens and all obligations of each the Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Financing Agreement or any other agreement or instrument relating to any of the foregoingthereto, (bii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, Financing Agreement or any other Loan Document or any other agreement or instrument relating to any of the foregoingDocument, (ciii) any exchangeexchange or release of, release or nonperfection non-perfection of any other collateralLien on any Collateral, or any release or amendment or waiver of or consent to or departure from any guarantyGuaranty, for all or any of the Obligations Obligations, or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations or in Obligations. All authorizations and agencies contained herein with respect to any of this Agreement (other than the indefeasible payment in full of all the Obligations)Pledged Collateral are irrevocable and powers coupled with an interest.

Security Interest Absolute. All To the fullest extent permitted by applicable Law, all rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral hereunder and all obligations of each Pledgor hereunder, Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or Document, any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to under or departure from any guaranty, for guarantee guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Guarantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit AgreementIndenture, any other Loan Indenture Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementIndenture, any other Loan Indenture Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from the Guaranty or any guarantyother guarantee, for securing or guaranteeing all or any of the Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreementany Loan Document, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateralPledged Collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Pledge Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, the Intercreditor Agreement, any other Loan Financing Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Intercreditor Agreement, any other Loan Financing Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent Lender hereunder, the grant of a security interest in the Collateral created hereby, and all obligations of each Pledgor the Grantor hereunder, shall be absolute and unconditional irrespective of (ai) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (ciii) any exchange, release or nonperfection of any other collateralCollateral, or any release or amendment or waiver of or consent to or departure from any guarantyguarantee, for all or any of the Obligations Obligations, or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, the Grantor or any Pledgor other obligor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent Trustee and the Holders of the Notes and the security interest granted to the Trustee hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of under all circumstances, including but not limited to: (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Indenture or any other agreement or instrument relating to any of the foregoing, thereto; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, Indenture; (c) any taking, exchange, surrender, release or nonperfection non-perfection of any other collateral, collateral or any release or amendment taking, release, amendment, or waiver of or consent to or departure from any guaranty, provision of any guaranty for all or any of the Obligations or Obligations; (d) any change, restructuring or termination of the corporate structure or existence of the Pledgor or any of its affiliates; or (e) to the extent permitted by applicable law, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Security Agreement.

Security Interest Absolute. All rights of the Collateral Agent on its behalf and on behalf of Obligee, assignments and pledges made and created hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunderthe Grantors, shall be absolute and unconditional unconditional, irrespective of of: (a) any Any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, thereto; (b) any 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 amendment or waiver of of, or any consent to any departure from the Credit Agreementfrom, any other Loan Document or any other agreement or instrument relating to any of the foregoing, Secured Obligations; (c) any Any exchange, release release, subordination or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or any departure from any guaranty, for all or any of the Obligations or Secured Obligations; or (d) Any other circumstance, other than indefeasible payment in full of the Secured Obligations (including, but not limited to, any other circumstance that statute of limitations) which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations Grantors or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)a third party grantor or a security interest.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit AgreementIndenture, any other Loan Indenture Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementIndenture, any other Loan Indenture Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Administrative Agent and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of of: (ai) any Any lack of validity or enforceability of the Credit Agreement, any other the Loan DocumentDocuments, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, thereto; (bii) any Any change in the time, manner or place of payment of, or in any other term of, all or any part of the ObligationsLiabilities, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Agreement or the other Loan Document or any other agreement or instrument relating to any of the foregoing, Documents; (ciii) any Any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any part of the Obligations or Liabilities; or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations Liabilities or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent Secured Party hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor Grantor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreementany Loan Document, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral --------------------------- Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit AgreementIndenture, any other Loan Transaction Document, any agreement with respect to any of the Indenture Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementIndenture, any other Loan Transaction Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Indenture Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Indenture Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent Lenders hereunder, the grant of a security interest in the Collateral created hereby, and all obligations of each Pledgor the Borrower hereunder, shall be absolute and unconditional irrespective of (ai) any lack of validity or enforceability of the Credit AgreementNote, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementNote, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (ciii) any exchange, release or nonperfection of any other collateralCollateral, or any release or amendment or waiver of or consent to or departure from any guarantyguarantee, for all or any of the Obligations Obligations, or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, the Borrower or any Pledgor other obligor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent Secured Party and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of the Credit any provision of this Pledge Agreement, the Loan Agreement, the Note or any other Loan Document, any agreement with respect to any of the Obligations Document or any other agreement or instrument relating to any of the foregoing, thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Obligations, or any other amendment or waiver of any term of, or any consent to any departure from the Credit any requirement of, this Pledge Agreement, the Loan Agreement, the Note or any other Loan Document or any other agreement or instrument relating to any of the foregoing, Documents; (ciii) any exchange, release or nonperfection non-perfection of any lien on any other collateral, or any release or amendment or waiver of any term of any guaranty of, or consent to or departure from any guarantyrequirement of any guaranty of, for all or any of the Obligations or Obligations; or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations a borrowing or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)a pledgor.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest, and all obligations of each Pledgor the Borrower hereunder, shall be absolute and unconditional irrespective of (ai) any lack of validity partial invalidity or enforceability unenforceability of the Credit AgreementNote, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (bii) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Note or any other agreement or instrument relating to any of the foregoinginstrument, (ciii) any exchange, release or nonperfection of any other collateralCollateral, or any release or amendment or waiver of or consent to or departure from any guarantyguarantee, for all or any of the Obligations Secured Obligations, or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor of the Borrower in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor the Pledgors hereunder, shall be absolute and unconditional irrespective of of: (a) any Any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Indenture or any other agreement or instrument relating to any of the foregoing, thereto; (b) any Any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Indenture or this Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, ; (c) any Any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any part of the Obligations or Secured Obligations; (d) the insolvency of any Pledgor; or (e) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the its Obligations or in respect of this Agreement (other than the indefeasible performance or payment in full of all the Obligations, as the case may be).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a the security interest in the Collateral Collateral, and all obligations of each Pledgor hereunder, Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, Transaction Document or any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Transaction Documents or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than payment of the indefeasible payment in full of all the outstanding Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a Security Interest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit AgreementIndenture, any other Loan Credit Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementIndenture, any other Loan Document Credit Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a the security interest in the Collateral and all obligations of each Pledgor hereunder, Loan Party hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment to or waiver of of, or any consent to any departure from from, the Credit Agreement, any other Loan Document Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateralcollateral securing, or any release or amendment to or waiver of of, or any consent to or any departure from from, any guarantyguarantee of, for all or any of the Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor or Guarantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, the Pledgors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment a termination as provided for in full of all the ObligationsSection 14(a) and 14(b) hereof).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in granted to the Collateral Agent hereunder, and all obligations of each Pledgor Borrower hereunder, shall be absolute and unconditional irrespective of any of the following, and Borrower expressly consents to the occurrence of any of such events and waives, in its capacity as Borrower, to the extent permitted by law, any defense arising therefrom: (ai) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Loan Documents or any other agreement or instrument relating to any of the foregoing, thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, Loan Documents; (ciii) any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guarantyof the Loan Documents, including, without limitation, the Security Agreement and any Operative Mortgages or any other guaranty for all or any of the Obligations or Obligations; or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor Borrower in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Credit Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Credit Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of Administrative Agent and Secured Parties and the Collateral Security Interest granted to Administrative Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor Debtor hereunder, shall shall, to the extent permitted by Laws, be absolute and unconditional unconditional, irrespective of of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, Documents; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, Obligations or any other amendment to or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, Documents; (c) any exchange, release or nonperfection non-perfection of any other collateralcollateral (including the Collateral or any part thereof), or any release of or amendment to or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or Obligations; or (d) any other circumstance that circumstances which might otherwise constitute a defense available to, or a discharge of, Debtor, any Pledgor in respect of the Obligations other Obligor or in respect of this Agreement (any other than the indefeasible payment in full of all the Obligations)Person.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a Security Interest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Credit Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Credit Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense (other than a defense of full payment or performance) available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Pledged Stock and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit AgreementIndenture, any other Loan Credit Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementIndenture, any other Loan Document Credit Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Pledged Stock and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Term Loan Agreement, any other Loan Credit Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Term Loan Agreement, any other Loan Document Credit Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit any Secured Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Secured Agreement or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in granted to the Collateral Agent hereunder, and all obligations of each Pledgor the Borrower hereunder, shall be absolute and unconditional irrespective of (a) any of the following, and the Borrower expressly consents to the occurrence of any of such events and waives, in its capacity as Borrower, to the extent permitted by law, any defense arising therefrom: A. any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Loan Documents or any other agreement or instrument relating to any of the foregoing, (b) thereto; B. 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) Loan Documents; C. any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, of the Loan Documents for all or any of the Obligations or (d) Secured Obligations; or D. any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor the Borrower in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a Security Interest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder, Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Credit Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Credit Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Collateral Agent Trustee and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of of, and unaffected by: (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to Indenture or any of the Obligations or any other agreement or instrument relating to any of the foregoing, Collateral Documents; (b) any change in the time, manner or place of or payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document terms and conditions of the Indenture or any other agreement or instrument relating to any of the foregoing, other Collateral Documents; (c) any exchange, surrender, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or Obligations; or (d) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan DocumentSupport Document or Secured Instrument, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Support Document or Secured Instrument or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, the Collateral Sharing Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, the Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Guarantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Note Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Note Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Collateral Agent and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of of: (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Project Documents, or any other agreement or instrument relating to any of thereto (other than against the foregoing, Collateral Agent); (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementProject Documents, any other Loan Document or any other agreement or instrument relating to any thereto; provided, that the aggregate amount of the foregoing, Obligations shall not be increased other than in accordance with the Trust Indenture without the consent of the Pledgor; (c) any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or any departure from any guaranty, for all or any of the Obligations or Obligations; or (d) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Pledgor.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral interests granted pursuant hereto, and all obligations of each Pledgor hereunder, Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit this Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment to or waiver of of, or any consent to any departure from the Credit from, this Agreement, any other Loan Document agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateralcollateral securing, or any release or amendment to or waiver of of, or any consent to or any departure from from, any guarantyguarantee of, for all or any of the Obligations Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of of, and unaffected by: (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, ; (b) any lack of validity or enforceability of any Financing Document; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsLiabilities, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, Financing Document; (cd) any exchange, surrender, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or Liabilities; or (de) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations Liabilities or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of Collateral Agent, Lender and Cabox-Xxxxxx xxx the Collateral Agent security interests created hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of of: (ai) any Any lack of validity or enforceability of the Credit this Pledge Agreement, any other Loan Document, any agreement with respect to any of the Obligations Promissory Notes or any other agreement or instrument relating to any of the foregoing, Settlement Document; (bii) any Any change in the time, manner or place of payment of, or in any other term of, all or any part of the ObligationsPromissory Notes or any other Obligation, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, from (ciii) any Any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any part of the Obligations or Obligations; or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (Pledge Agreement, the Promissory Notes or any other than the indefeasible payment in full of all the Obligations)Settlement Document.

Security Interest Absolute. All rights of the Collateral Agent Lender and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor Borrower hereunder, shall be absolute and unconditional irrespective of of: (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Note or any other agreement or instrument relating to any of the foregoing, thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, Note; (c) any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or Obligations; or (d) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor Borrower in respect of the Obligations or Borrower in respect of this Agreement (Agreement, other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All To the extent permitted by applicable law, all rights of the Collateral Agent hereunder, the grant of a security interest in the Nevada Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any either Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense defence available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, the Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Loan Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Loan Agreement, any other Loan Document Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Guarantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent Secured Party hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor Grantor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreementany Loan Document, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent Lender hereunder, including without limitation, the grant of a security interest in the Collateral granted hereunder, and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of (ai) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Term Loan or any other agreement or instrument relating to any of the foregoing, (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the ObligationsTerm Loan, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (ciii) any exchange, release or nonperfection of any other collateralCollateral, or any release or amendment or waiver of or consent to or departure from any guarantyguarantee, for all or any of the Obligations Term Loan, or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, the Pledgor, any Pledgor of the Guarantors or any other obligor in respect of the Obligations Term Loan or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunderand the other Secured Parties, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunderhereunder and the security interest hereunder shall, shall to the extent permitted by applicable law, be absolute and unconditional unconditional, irrespective of of: (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to the Letters of Credit or any of the Obligations or any other agreement or instrument relating to any of Loan Documents executed in connection with the foregoing, Credit Agreement; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, Obligations or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document the Letters of Credit or any other agreement or instrument relating to any of the foregoing, other Loan Documents executed in connection with the Credit Agreement; (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or Obligations; or (d) any other circumstance that (other than payment in full of the Obligations) which might otherwise constitute a defense available to, or a discharge of, Pledgor, any Pledgor Guarantor or any Subsidiary that is a party to any Loan Document executed in respect of connection with the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Credit Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)SecurityAgreement.

Security Interest Absolute. All rights of the Collateral Agent Lender and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of the Credit Agreement, any other Amended and Restated Loan Document, any agreement with respect to any of the Obligations Agreement or any other agreement or instrument relating to any of the foregoing, thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Amended and Restated Loan Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, ; (ciii) any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations Obligations; or (div) to the extent permitted by law, any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations or in respect of this Pledge Agreement (other than the indefeasible payment in full of all the Obligations(in cash).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Document, or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from the Guaranty or any guarantyother guarantee, for securing or guaranteeing all or any of the Obligations Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoingdocuments, instruments or agreements evidencing any of the Secured Obligations, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, the Collateral Sharing Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Collateral Sharing Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreementany Support Document or Secured Instrument, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreementany Support Document or Secured Instrument, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a the security interest in the Collateral Collateral, and all obligations of each Pledgor hereunder, the Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, Transaction Document or any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Transaction Documents or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor the Grantor in respect of the Secured Obligations or in respect of this Agreement (other than payment of the indefeasible payment in full of all the outstanding Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a Security Interest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan DocumentNote, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoingdocuments, instruments or agreements evidencing any of the Secured Obligations, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Escrow Administrative Agent for its own benefit and the benefit of the Escrow Lenders and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor the Escrow Borrower hereunder, shall be absolute and unconditional irrespective of of: (a) any lack of validity or enforceability of the Escrow Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Agreement or any other agreement or instrument relating to any of the foregoing, thereto; (b) 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 amendment or waiver of or any consent to any departure from the Escrow Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, ; (c) any exchange, surrender, release or nonperfection non-perfection of any Liens on any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, collateral for all or any of the Obligations or Secured Obligations; or (d) to the extent permitted by applicable law, any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor the Escrow Borrower in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Revolving Credit Agreement, any other Loan Document, any agreement with respect to any of the Revolver Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Revolver Obligations, or any other amendment or waiver of or any consent to any departure from the Revolving Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Revolver Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Revolver Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Revolver Obligations).

Security Interest Absolute. All rights of the Collateral Agent Lender hereunder, the grant of a security interest in the Collateral granted herein and all obligations of each Pledgor hereunder, the Borrower hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Loan Agreement, any other Loan DocumentDocuments, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, Obligations or any other amendment or waiver of or any consent to any departure from the Credit Loan Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any of the Collateral or any other collateral, or any release or amendment or waiver of or consent to or departure from any guarantyGuaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor of Borrower in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all of the Obligations).

Security Interest Absolute. All rights of the Collateral Agent Secured Party hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor Grantor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreementany Loan Document, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor the Issuer hereunder, shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of any provision of the Credit AgreementIndenture, the Notes or any other Loan Document, any agreement with respect to any of the Obligations Collateral Document or any other agreement or instrument relating to any of the foregoing, thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Secured Obligations, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Credit AgreementIndenture, any other Loan Document the Notes or any other agreement or instrument relating to any of the foregoing, Collateral Document; (ciii) any exchange, release or nonperfection non-perfection of any Lien on any other collateral, or any release or amendment or waiver of any term of any guaranty of, or consent to or departure from any guarantyrequirement of any guaranty of, for all or any of the Obligations or Secured Obligations; or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations a borrower or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)a pledgor.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the -------------------------- grant of a security interest in the Collateral and all obligations of each Pledgor the Company hereunder, shall be absolute and unconditional irrespective of (ai) any lack of validity or enforceability of any of the Credit Agreement, any other Loan DocumentTransaction Agreements, any agreement with respect to any of the Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from any of the Credit Agreement, any other Loan Document Transaction Agreements or any other agreement or instrument relating to any of the foregoinginstrument, (ciii) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guarantyguarantee, for all or any of the Guaranteed Obligations or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor the Company in respect of the Guaranteed Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent Secured Party hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Share Exchange Agreement, the Notes, any other Loan Document, Transaction Document or any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Share Exchange Agreement, the Notes, any other Loan Transaction Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent Secured Party, all security interests hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor the Grantors hereunder, shall be absolute and unconditional irrespective of of: (a) any lack of validity or enforceability of any provision of the Credit Securities Purchase Agreement, or any other Loan Document, any agreement with respect to any of the Obligations Related Agreement or any other agreement or instrument relating to any of the foregoing, thereto; (b) any change in the time, manner or place of or payment of, or in any other term of, or any increase in the amount of, all or any of the Obligations, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Credit Securities Purchase Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, Related Agreement; (c) any exchange, release or nonperfection non-perfection of any Lien on any other collateral, or any release or amendment or waiver of any term of any guaranty of, or consent to or departure from any guarantyrequirement of any guaranty of, for all or any of the Obligations or Obligations; or (d) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations a borrower or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)a pledgor.

Security Interest Absolute. All rights of the Collateral Agent and the holders of the Notes, and the security interests created hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor the Pledgors hereunder, shall be absolute and unconditional irrespective of any: (a) any lack of validity invalidity or enforceability unenforceability of the Credit AgreementIndenture, any other Loan Documentthe Supplemental Indenture, any agreement with respect to the Notes, any of the Obligations Guarantees, or any other agreement or instrument relating to any of the foregoing, thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Indenture or any other agreement or instrument relating to any of the foregoing, Notes; (c) any exchange, surrender, release or nonperfection non-perfection of any Liens on any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, collateral for all or any of the Obligations or any release of any Guarantor; or (d) any other circumstance action, event or circumstances that might otherwise constitute a defense available to, or a discharge of, any Pledgor Pledgors in respect of the to Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Pledge Agreement.

Security Interest Absolute. All rights of the Collateral -------------------------- Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunderBuyer, the grant of a security interest in the Collateral all Liens and all obligations of each the Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Securities Purchase Agreement or any other agreement or instrument relating to any of the foregoingthereto, (bii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Securities Purchase Agreement or any other agreement or instrument relating to any of the foregoingTransaction Document, (ciii) any exchangeexchange or release of, release or nonperfection non-perfection of any other collateralLien on any Collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations Obligations, or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations). All authorizations and agencies contained herein with respect to any of the Collateral are irrevocable and powers coupled with an interest.

Security Interest Absolute. All rights of the Collateral Agent and security -------------------------- interests hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor the Grantor hereunder, shall be absolute and unconditional irrespective of (a) of: i. any lack of or validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to provision of any of the Obligations Financing Agreement, the Loan Documents or any other agreement agreement, document or instrument relating to any of the foregoing, (b) thereto; ii. any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Guaranteed Obligations, or any other amendment or waiver of any term of, or any consent to any departure from the Credit Agreementany requirement of, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) Financing Agreement or the Loan Documents; iii. any exchange, release or nonperfection non-perfection of any other Lien on any collateral, or any release or amendment or waiver of any term of any guaranty of, or consent to or departure from any guaranty, for requirement of any guaranty of all or any of the Obligations or (d) Guaranteed Obligations; or iv. any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (Grantor, other than the indefeasible payment in full of all the Guaranteed Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunderand the Lenders, the grant of a security interest in the Collateral all Liens and all obligations of each Pledgor hereunder, of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Loan Agreement, any other Loan Document, any agreement with respect to any of the Obligations Document or any other agreement or instrument relating to any of the foregoingthereto, (b) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, Loan Agreement or any other Loan Document or any other agreement or instrument relating to any of the foregoingDocument, (c) any exchangeexchange or release of, release or nonperfection non-perfection of any other collateralLien on any Collateral except to the extent of any such release, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations Obligations, or (d) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor of the Grantors in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all such Obligations. All authorizations and agencies contained herein with respect to any of the Obligations)Collateral are irrevocable and powers coupled with an interest.

Security Interest Absolute. All rights of the Collateral Agent Lender hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Note or this Pledge Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, ; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Note or this Pledge Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, ; (c) any exchange, release or nonperfection of any other collateralrelease, or any release or amendment or waiver of of, or consent to or departure from from, any guaranty, guaranty for all or any of the Obligations Obligations; or (d) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Pledge Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, Agreement or any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Document, or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunderAgent, the grant of a security interest in the Collateral all Liens and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Securities Purchase Agreement or any other agreement or instrument relating to any of the foregoingTransaction Document, (bii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Securities Purchase Agreement or any other agreement or instrument relating to any of the foregoingTransaction Document, (ciii) any exchangeexchange or release of, release or nonperfection non-perfection of any other collateralLien on any Collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations Obligations, or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations). All authorizations and agencies contained herein with respect to any of the Collateral are irrevocable and powers coupled with an interest.

Security Interest Absolute. All rights of the Collateral Agent Agent, Lender and Cabox-Xxxxxx xxx security interests created hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of of: (ai) any Any lack of validity or enforceability of this Pledge, the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Promissory Notes or any other agreement or instrument relating to any of the foregoing, Settlement Document; (bii) any Any change in the time, manner or place of payment of, or in any other term of, all or any part of the ObligationsPromissory Notes or any other Obligation, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, from (ciii) any Any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any part of the Obligations or Obligations; or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (Pledge, the Promissory Notes or any other than the indefeasible payment in full of all the Obligations)Settlement Document.

Security Interest Absolute. All rights of the Collateral Agent Pledgee and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of the Credit Securities Purchase Agreement, any other Loan Documentthe Senior Subordinated Notes, any agreement with respect to any of the Obligations Parent Guaranty or any other agreement or instrument relating to any of the foregoing, thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Securities Purchase Agreement, any other Loan Document the Senior Subordinated Notes or any other agreement or instrument relating to any of the foregoing, Parent Guaranty; (ciii) any exchange, surrender, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or Obligations; or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

Security Interest Absolute. All rights of the Collateral Agent and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of any provision of the Credit Agreement, the Notes or any other Loan Document, any agreement with respect to any of the Obligations Document or any other agreement or instrument relating to any of the foregoing, thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Secured Obligations, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Credit Agreement, the Notes or any other Loan Document or any other agreement or instrument relating to any of the foregoing, Document; (ciii) any exchange, release or nonperfection non-perfection of any Lien on any other collateral, or any release or amendment or waiver of any term of any guaranty of, or consent to or departure from any guarantyrequirement of any guaranty of, for all or any of the Obligations or Secured Obligations; or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations a pledgor or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)a pledgor.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit AgreementIndenture, any other Loan Indenture Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit AgreementIndenture, any other Loan Indenture Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full in cash of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent Secured Party hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor Grantor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Funding Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) 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 amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Funding Agreement or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance (other than payment in full of the Secured Obligations (other than inchoate obligations)) that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Security Agreement.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest Security Interest in the Collateral and all obligations of each Pledgor hereunder, hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit AgreementIndenture, any other Loan Indenture Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit AgreementIndenture, any other Loan Indenture Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible a defense of payment in full of all the Obligationsor performance).

Security Interest Absolute. All rights of the Canadian Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

Security Interest Absolute. All rights of the Collateral Agent Secured Party and security interests hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunderthe Grantor pursuant hereto, shall be absolute and unconditional irrespective of of: (a) any lack of validity or enforceability of any provision of the Credit Agreement, the Note or any other Loan Document, any agreement with respect to any of the Obligations Document or any other agreement or instrument relating to any of the foregoing, thereto; (b) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Obligations, or any other amendment or waiver of or any term of, or consent to any departure from any requirement of, the Credit Agreement, the Note or any other Loan Document or any other agreement or instrument relating to any of the foregoing, Document; (c) any exchange, release or nonperfection non-perfection of any Lien on any other collateral, or any release or amendment or waiver of any term of any guarantee of, or consent to or departure from any guaranty, for guaranty of all or any of the Obligations or Obligations; or (d) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations a borrower or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)a pledgor.

Security Interest Absolute. All rights of Foothill and obligations of the Collateral Agent Pledgors hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereundersecurity interests created or granted hereby, shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of any provision of the Credit Agreement, Loan Agreement or any other Loan Document, any agreement with respect to any of the Obligations Document or any other agreement or instrument relating to any of the foregoing, thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Secured Obligations, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Credit Agreement, Loan Agreement or any other Loan Document or any other agreement or instrument relating to any of the foregoing, Document; (ciii) any exchange, release or nonperfection non-perfection of any Lien on any other collateral, or any release or amendment or waiver of any term of any guaranty of, or consent to or departure from any guarantyrequirement of any guaranty of, for all or any of the Obligations or Secured Obligations; or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, Borrower or any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Pledgor.

Security Interest Absolute. All the rights of the Collateral Agent hereunder, hereunder respecting the grant of a security interest in Borrower and the Collateral Security Interest and all obligations of each Pledgor hereunder, shall the Borrower hereunder will be absolute and unconditional irrespective of of: (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Documents or any of the Collateral or any other agreement or instrument relating to any of the foregoing, thereto; (b) 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 amendment or waiver of or any consent to any departure from any Document or any of the Credit Agreement, any other Loan Document Collateral or any other agreement or instrument relating to any of the foregoing, related thereto; (c) any exchange, exchange or release of any Collateral or nonperfection of any other collateral, or the non-perfection of any of the Security Interests or any release or amendment or waiver of or consent to or departure from any guarantyGuaranty, for all or any of the Obligations or Secured Obligations; or (d) to the fullest extent permitted by applicable Law, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Pledgor in respect of the Obligations or in respect of this Agreement (third-party pledgor other than the indefeasible payment in full of all the Secured Obligations).

Security Interest Absolute. All rights of the Collateral Agent hereunderAgent, the grant of a security interest in the Collateral all Liens and all obligations of each Pledgor hereunder, of the Pledgors hereunder shall be absolute and unconditional irrespective of of: (ai) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations Indenture or any other agreement or instrument relating to any of the foregoingthereto, (bii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document Indenture or any other agreement or instrument relating to any of the foregoingTransaction Document, (ciii) any exchangeexchange or release of, release or nonperfection non-perfection of any other collateralLien on any Collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations Obligations, or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor of the Pledgors in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor the Grantors hereunder, shall be absolute and unconditional irrespective of (ai) any lack of validity or enforceability of any of the Credit Agreement, any other Loan DocumentTransaction Agreements, any agreement with respect to any of the Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from any of the Credit Agreement, any other Loan Document Transaction Agreements or any other agreement or instrument relating to any of the foregoinginstrument, (ciii) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guarantyguarantee, for all or any of the Guaranteed Obligations or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Guaranteed Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.