Common use of Security Interest Absolute Clause in Contracts

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

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

Security Interest Absolute. This Pledge and Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until all of the Security Obligations have been paid in full. All rights of the Administrative Collateral Agent and the security interests granted to the Administrative Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditionalunconditional and irrevocable, irrespective of (a) any lack of validity validity, legality or enforceability of the Credit AgreementIndenture, any Note or any other Loan Related Document,; (b) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against the BorrowerIssuer, any other Obligor Grantor or any other Person under the provisions of the Credit AgreementIndenture, any Note, any other Loan Related Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, debtor or obligor with respect to, or collateral securing, any Secured Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation,Obligations; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit AgreementIndenture, any Note or any other Loan Related Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the BorrowerIssuer, any other ObligorGrantor, any surety or any guarantor, debtor or obligor.

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

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

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

Security Interest Absolute. All rights of the Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any NoteLender Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrowerany Grantor, any other Obligor Loan Party or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation of any Grantor or of any other Loan Party; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation,, including any increase in the Secured Obligations resulting from the extension of additional credit to any Grantor or any other Loan Party or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation of any Grantor or of any other Loan Party for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation of any Grantor or of any other Loan Party or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrowerany Grantor, any other ObligorLoan Party, any surety or any guarantorguarantor or otherwise, including as a result of any proceeding of the nature referred to in Section 8.1.8 of the Credit Agreement.

Security Interest Absolute. All rights of the Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any NoteLender Party: (i) to assert any claim or demand or to enforce any right or remedy against the BorrowerGrantor, any other Obligor Loan Party or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation of the Grantor or of any other Loan Party; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation,, including any increase in the Secured Obligations resulting from the extension of additional credit to the Grantor or any other Loan Party or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation of the Grantor or of any other Loan Party for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation of the Grantor or of any other Loan Party or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the BorrowerGrantor, any other ObligorLoan Party, any surety or any guarantorguarantor or otherwise, including as a result of any proceeding of the nature referred to in Section 8.1.8 of the Credit Agreement.

Security Interest Absolute. All rights of the Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any NoteLender Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrowerany Grantor, any other Obligor Loan Party or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation of any Grantor or any other Loan Party; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Obligation of any Grantor or any other Loan Party, including any increase in the Secured Obligation,Obligations resulting from the extension of additional credit to any Grantor or any other Loan Party or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation of any Grantor or any other Loan Party for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation of any Grantor, any other Loan Party or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrowerany Grantor, any other ObligorLoan Party, any surety or any guarantor, including as a result of any proceeding of the nature referred to in Section 8.1.8 of the Credit Agreement.

Security Interest Absolute. The obligations of the Pledgor under this Agreement are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against the Borrowers under the Credit Agreement or against any guarantor of the Obligations or whether the Borrowers or any guarantor of the Obligations is joined in any such action or actions. All rights of the Administrative Agent Bank and the security interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any NoteNotes, any other Loan Document or otherwise, orany other agreement or instrument relating thereto; (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (cb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, waiver of or any consent to any departure from, any of the terms of from the Credit Agreement, any Note Agreement or any other Loan Document,, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrowers or any of its Subsidiaries or otherwise; (fc) any additiontaking, exchange, release, surrender release or non-perfection of any collateral (including the other Collateral), or any taking, release or amendment to or waiver or release of or addition to or consent to departure from any guarantyguarantee, for all or any of the Secured Obligations; (d) any manner of application of Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Obligations or any other assets of the Borrowers or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of the Borrowers or any of its Subsidiaries; or (gf) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety Borrowers or any guarantora third-party pledgor.

Security Interest Absolute. All rights of the Administrative Collateral Agent and the security interests granted to the Administrative Collateral Agent hereunder, and all obligations of the Pledgor Grantors hereunder, shall be to the extent permitted by applicable law, are absolute and unconditional, irrespective of: (a) any Any lack of validity or enforceability of the Credit AgreementIndenture, any Note the Notes or any other Loan Indenture Document,; or (b) the The failure of any Secured Party the Collateral Agent or any holder of any a Note: (i) to To assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, Notes or any other Loan Indenture Document or otherwise, or (ii) to To exercise any right or remedy against any other guarantor of, or collateral securing, securing any obligations of Grantors owing to the Secured Obligations,Parties; or (c) any Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Indenture Obligations or any other extension, compromise or renewal of any Secured Obligation,Indenture Obligations; or (d) any Any reduction, limitation, impairment or termination of any Secured Indenture Obligations for any reasonreason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to compromise (and the Pledgor Grantors hereby waives waive any right to or claim of) of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,Indenture Obligations); or (e) any Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Notes or any other Loan Indenture Document,; or (f) any Any addition, exchange, release, surrender or non-perfection nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Indenture Obligations, ; or (g) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrowerany Grantor, including, without limitation, any other Obligor, any surety or any guarantorand all suretyship defenses.

Security Interest Absolute. All rights of the Administrative Collateral Agent and the security interests granted to the Administrative Collateral Agent hereunder, and all obligations of the Pledgor Grantors hereunder, shall be are absolute and unconditional, irrespective of: (a) any Any lack of validity or enforceability of the Credit AgreementIndenture, any Note the Notes or any other Loan Indenture Document,; or (b) the The failure of any Secured Party the Collateral Agent or any holder of any a Note: (i) to To assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, Notes or any other Loan Indenture Document or otherwise, or (ii) to To exercise any right or remedy against any other guarantor of, or collateral securing, securing any obligations of Grantors owing to the Secured Obligations,Parties; or (c) any Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Indenture Obligations or any other extension, compromise or renewal of any Secured Obligation,Indenture Obligations; or (d) any Any reduction, limitation, impairment or termination of any Secured Indenture Obligations for any reasonreason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to compromise (and the Pledgor Grantors hereby waives waive any right to or claim of) of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,Indenture Obligations); or (e) any Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Notes or any other Loan Indenture Document,; or (f) any Any addition, exchange, release, surrender or non-perfection nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Indenture Obligations, ; or (g) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrowerany Grantor, including, without limitation, any other Obligor, any surety or any guarantorand all suretyship defenses.

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

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

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

Security Interest Absolute. All rights of the Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor Company hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, any the Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, waiver of or any Secured Obligations or otherwise,consent to departure from any of the Loan Documents; (ec) any amendment totaking and holding of collateral or any guaranty for all or any of the Obligations, rescissionor any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or other modification ofrelease of any collateral or such guaranty, or any non-perfection of any collateral, or any consent to departure fromfrom any such guaranty; (d) any manner of application of collateral, or proceeds thereof, to all or any of the terms Obligations, or the manner of sale of any collateral; (e) any consent by any Agent or any Lender to the restructure of the Credit AgreementObligations, any Note or any other Loan Document,restructure or refinancing of the Obligations or any portion thereof; (f) any additionmodification, exchangecompromise, releasesettlement or release by any Agent or any Lender, surrender by operation of law or non-perfection otherwise, collection or other liquidation of the Obligations or the liability of any collateral (including guarantor, or of any collateral, in whole or in part, and any refusal of payment by any Agent or any Lender, in whole or in part, from any obligor or guarantor in connection with any of the Collateral)Obligations, whether or not with notice to, or further assent by, or any amendment to or waiver or release reservation of or addition to or consent to departure from rights against, any guaranty, for any of the Secured Obligations, Company; or (g) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety third party pledgor or any guarantor.

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

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

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

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

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

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

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

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

Security Interest Absolute. All rights of the Administrative Agent Lender and the security interests granted to the Administrative Agent Lender hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document,; (b) the failure of any Secured Party or any holder of any NoteLender: (i) to assert any claim or demand or to enforce any right or remedy against the Borrowerany Grantor, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,Obligation; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation,, including any increase in the Secured Obligations resulting from the extension of additional credit to Grantors or otherwise; (d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other ObligorGrantor, any surety or any guarantorguarantor or otherwise, including as a result of any proceeding of the nature referred to in Section 14.1(c — g) of the Loan Agreement.

Security Interest Absolute. All rights of the Administrative Notes Collateral Agent and hereunder, the security interests granted to the Administrative Agent hereunder, hereunder and all obligations of the Pledgor hereunder, each Grantor hereunder shall be absolute and unconditional, unconditional irrespective of of (a) any lack of validity or enforceability of the Credit AgreementIndenture, any Note other Notes Document, any agreement with respect to any of the Notes Obligations or any other Loan Document, agreement or instrument relating to any of the foregoing, (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofNotes Obligations, or any other event amendment or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, waiver of or any consent to any departure fromfrom the Indenture, any of the terms of the Credit Agreement, any Note other Notes Document or any other Loan Document, agreement or instrument relating to the foregoing, (fc) any addition, exchange, release, surrender release or non-perfection of any collateral (including the Lien on any Collateral), or any release or amendment to or waiver or release of or addition to consent under or consent to departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Notes Obligations, or (gd) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Grantor, (e) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of this Security Agreement or any other Notes Document or (f) any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor in respect of the Borrower, Notes Obligations or this Security Agreement (other than a termination of any other Obligor, any surety Lien contemplated by Section 7.12 or any guarantorthe occurrence of the Termination Date).

Security Interest Absolute. All The Pledgor agrees that its obligations, -------------------------- and the security interest granted to and all rights of the Administrative Agent Agent, hereunder are irrevocable, absolute and the security interests granted to the Administrative Agent hereunderunconditional and shall not be discharged, and all obligations limited or otherwise affected by reason of any of the following, whether or not the Pledgor hereunder, shall be absolute and unconditional, irrespective of (a) any lack of validity has notice or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) the failure of any Secured Party or any holder of any Noteknowledge thereof: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all any Secured Obligations, or any of the Secured Obligations amendment, modification or any other extensionsupplement to, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability restatement of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to any rescission or waiver of or departure from, any of the terms provisions of the Credit Agreement, any Note other Credit Document or any other Loan Document,agreement or instrument delivered pursuant to any of the foregoing; (fii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any other Credit Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) any additionsale, exchange, release, surrender substitution, compromise, nonperfection or non-perfection other action or inaction in respect of any other collateral (including the Collateral)pledged as direct or indirect security for any Secured Obligations, or any amendment to discharge, modification, settlement, compromise or waiver other action or release inaction in respect of any guaranty or addition to other direct or consent to departure from any guaranty, indirect liability for any of the Secured Obligations, ; or (giv) any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the BorrowerPledgor, any other Obligorthan the occurrence of (x) the payment in full of the Secured Obligations (other than indemnity obligations not then due and payable and that survive termination of the Credit Documents), any surety (y) the termination or any guarantorexpiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the "Termination Requirements").

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

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

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

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

Security Interest Absolute. All rights of the Administrative Collateral Agent and the security interests granted to the Administrative Collateral Agent hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity validity, legality or enforceability of the Credit Agreement, any Note other Loan Document or any other agreement or instrument relating to any thereof; (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 compromise, renewal, extension, acceleration or release with respect thereto, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any other Loan Document,, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to any of the Borrowers or otherwise; (bc) any taking, addition, exchange, release, surrender, impairment or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations; (d) the failure of any Secured Party or any holder of any NoteParty: (i) to assert any claim or demand or to enforce any right or remedy against the BorrowerBorrowers, any other Obligor Loan Party or any other Person (including, without limitation, any other guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations,; (ce) any change in the timeamendment to, manner rescission, waiver, or place of payment other modification of, or in any other term ofconsent to departure from, all or any of the Secured Obligations terms of the Credit Agreement or any other extensionLoan Document; (f) any defense, compromise claim, set-off, counterclaim or renewal of other right which may at any time be available to or be asserted by any Borrower, any Pledgor or any other Loan Party against any Secured Obligation,Party or any other Person, whether in connection with this Agreement, the transactions contemplated in any of the other Loan Documents, or any unrelated transaction; (dg) any reduction, limitation, impairment or termination of any the Secured Obligations for any reason, including including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any the Secured Obligations or otherwise,; (eh) any amendment to, rescission, waivermanner of application of collateral, or other modification ofproceeds thereof, to all or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or any manner of sale or other disposition of any collateral for all or any of the Secured Obligations or any other assets of any of the Pledgors, the other Loan Parties or any of their respective Subsidiaries; (i) any change, restructuring or termination of the corporate structure or existence of any Borrower, any Pledgor, any other Loan Party or any of their respective Subsidiaries; or (gj) any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any Pledgor or any other Obligor, any surety or any guarantorLoan Party.

Security Interest Absolute. All rights of the Administrative Collateral Agent and the security interests granted to the Administrative Agent interest hereunder, and all obligations of the Pledgor Authority hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity or enforceability of the Credit this Agreement, any Note the ▇▇▇▇, or any other Loan Sale Document,; (b) the failure of any Secured Party Collateral Agent or any holder of any Note (i) the Trust to assert any claim or demand or to enforce any right or remedy against the BorrowerAuthority, any other Obligor affiliate of the Authority or any other Person under the provisions of the Credit this Agreement, any Notethe ▇▇▇▇, any other Loan Sale Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations amounts payable under the Sale Documents (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Secured Obligation,consent to any departure from this Agreement or any Sale Document; (d) any reduction, limitation, impairment or termination of any Secured Obligations of the Sale Documents for any reason, but including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor Authority hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Sale Document or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Note the ▇▇▇▇ or any other Loan Sale Document,; (f) any addition, exchange, releasesurrender, surrender release or non-perfection of any collateral (including the Collateral)Account collateral, or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guaranty, for any of other security interest held by Collateral Agent under the Secured Obligations, orDeposit and Disbursement Agreement or the ▇▇▇▇; (g) any bankruptcy or insolvency of the Trust, the Authority or any other circumstances Person; (h) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in the collateral, even though such foreclosure, sale or election of remedies may impair the subrogation rights of the Authority or may preclude the Authority from obtaining reimbursement, contribution, indemnification or other recovery and even though the Authority may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency; or (i) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety Authority or any guarantorthird party pledgor (other than the defense of payment).

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

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

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

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

Security Interest Absolute. All rights of the Administrative Agent Trustee and the security interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor Issuer hereunder, shall be absolute and unconditional, unconditional irrespective of, and the Issuer hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any of the Credit Agreement, any Note Deal Documents or any other Loan Document,agreement or instrument relating thereto (other than against the Trustee); (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, waiver of or any consent to any departure from, any of from the terms of the Credit Agreement, any Note Deal Documents or any other Loan Document,agreement or instrument relating thereto; (fc) any additiontaking, exchange, releasesurrender, surrender release or non-perfection of any collateral (including the Collateral)Collateral or any other collateral, or any release or amendment to or waiver or release of or addition to or consent to any departure from any guaranty, for all or any of the Secured Obligations; (d) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of the Issuer under or in respect of the Deal Documents or any other assets of the Issuer; (e) any change, restructuring or termination of the corporate structure or existence of the Issuer; (f) the failure of any other Person to execute this Indenture or any other agreement or the release or reduction of liability of the Issuer or other grantor or surety with respect to the Secured Obligations; or (g) any other circumstances which circumstance (including any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety or any guarantorIssuer.

Security Interest Absolute. All rights of the Administrative Agent and the Lenders and the security interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following: (a) any Any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; or (b) the The failure of Administrative Agent or any Secured Party Lender or any holder of any Note: (i) to To assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to To exercise any right or remedy against any other guarantor Grantor of, or any collateral securing, any Secured Obligations, (c) obligations of any Borrower or any other Grantor owing to any Lender; or 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 Obligation; or (c) Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation,; or (d) any Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,; or (e) any Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; or (f) any Any addition, exchange, release, surrender or non-perfection nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, Obligation; or (g) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrowerany Grantor or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Grantor hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Obligorevent or occurrence affecting, any surety or any guarantorSecured Obligation.

Security Interest Absolute. The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Administrative Agent Secured Party and the liens and security interests granted to the Administrative Agent hereunder, and all obligations Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, place or manner or place of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment or other modification of the Guaranty, this Agreement or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise; (b) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations Obligations; (c) any manner of sale, disposition or application of proceeds of any Collateral or any other extension, compromise collateral or renewal other assets to all or part of any the Secured Obligation,Obligations; (d) any reductiondefault, limitationfailure or delay, impairment willful or termination of any Secured Obligations for any reasonotherwise, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and in the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason performance of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,Obligations; (e) any amendment defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, rescissionor be asserted by, waiver, or other modification of, or any consent to departure from, any of the terms of Pledgor against the Credit Agreement, any Note or any other Loan Document,Secured Party; or (f) any additionother circumstance (including, exchangewithout limitation, release, surrender any statute of limitations) or non-perfection manner of any collateral (including administering the Collateral), Note Amount or any amendment to or waiver or release existence of or addition to or consent to departure from reliance on any guaranty, for any representation by the Secured Party that might vary the risk of the Secured Obligations, or (g) any other circumstances which might Pledgor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower, Pledgor or any other Obligorgrantor, any surety guarantor or any guarantorsurety.

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

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

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

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

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

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

Security Interest Absolute. All rights of the Administrative Agent Pledgee and the security interests Lien granted to the Administrative Agent it hereunder, and all obligations of the Pledgor Pledgors hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, Loan Agreement or any Note of the other Loan Documents or any other Loan Document,agreement or instrument relating thereto; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, waiver of or any Secured Obligations consent to departure from the Loan Agreement or otherwise,any of the other Loan Documents; (ec) any amendment totaking and holding of collateral or guarantees for all or any of the Obligations, rescissionor any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or other modification ofrelease of any collateral or such guarantees, or any non-perfection of any collateral, or any consent to departure fromfrom any such guaranty; (d) any manner of application of collateral, or proceeds thereof, to all or any of the terms Obligations, or the manner of sale of any collateral; (e) any consent by the Pledgee or the Lenders to the restructuring of the Credit AgreementObligations, any Note or any other Loan Document,restructuring or refinancing of the Obligations or any portion thereof; (f) any additionmodification, exchangecompromise, releasesettlement or release by the Pledgee or the Lenders, surrender by operation of law or non-perfection otherwise, collection or other liquidation of the Obligations or the liability of any collateral (including guarantor, or of any collateral, in whole or in part, and any refusal by the Collateral)Pledgee or the Lenders to accept any payment, in whole or in part, from any obligor or guarantor in connection with any of the Obligations, whether or not with notice to, further assent by, or any amendment to reservation of rights against, the Pledgors except a settlement or waiver or release of or addition to or consent to departure from any guarantyrelease, for any of duly executed by the Secured ObligationsPledgee, which specifically terminates the security interest hereunder; or (g) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety third party pledgor or any guarantor.

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

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

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

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

Security Interest Absolute. The obligations of the Pledgor under this Agreement are independent of the Secured Obligations or any other Obligations of the Pledgor under or in respect of the Indenture or the Notes, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement. All rights of the Administrative Agent Trustee and the Holders of the Notes and the pledge, assignment and security interests granted to the Administrative Agent interest hereunder, and all obligations of the Pledgor hereunder, shall be irrevocable, absolute and unconditional, unconditional irrespective of, and the Pledgor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Credit any of this Agreement, any Note the Indenture or the Notes or any other Loan Document,agreement or instrument relating thereto; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise amendment or renewal waiver of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure from, from any of the terms of the Credit Agreement, any Note Indenture or Notes or any other Loan Document,agreement or instrument relating thereto; (fc) any additiontaking, exchange, release, surrender release or non-perfection of any collateral Collateral or any other collateral, for all or any of the Secured Obligations; (including the Collateral)d) any manner of application of any Collateral or any other collateral, or any amendment proceeds thereof, to all or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, oror any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other assets of the Pledgor; (ge) any change, restructuring or termination of the corporate structure or existence of the Pledgor; (f) any other circumstances which circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Holder of the Notes that might otherwise constitute a defense available to, or a legal or equitable discharge of, the BorrowerPledgor. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by the Trustee or any Holder of the Notes or by any other ObligorPerson upon the insolvency, any surety bankruptcy or any guarantorreorganization of the Pledgor or otherwise, all as though such payment had not been made.

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

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

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

Security Interest Absolute. All rights of the Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of (a) With respect to each Subsidiary, Prudential is hereby authorized, without notice to or demand upon any lack Subsidiary, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of validity any Subsidiary hereunder (which shall remain absolute and unconditional notwithstanding any such action or enforceability omission to act), from time to time, to: (i) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations or any portion thereof, or otherwise modify, amend or change the terms, or waive or otherwise consent to noncompliance with any provision, of the Credit Agreement, any Note Agreement or any other Loan Transaction Document,, including, without limitation, increase the rate of interest thereon; (ii) receive, take and hold security or collateral for the payment or performance of the Obligations, or any part thereof, and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such security or collateral; (iii) settle, release, compromise, collect or otherwise liquidate the Obligations, or any part thereof, in any manner; (iv) add, release or substitute any one or more guarantors, makers or endorsers of all or any part of the Obligations, and otherwise deal with the Company or any guarantor, maker or endorser as Prudential may elect in its sole discretion; (v) apply any and all payments or recoveries from the Company or any Subsidiary, from the Company or any guarantor, maker or endorser of all or any part of the Obligations, or any collateral to the Obligations in such order as Prudential in its sole discretion may determine, whether any or all of the Obligations are secured or unsecured or guaranteed or not guaranteed by others. (b) the failure of any Secured Party Each Subsidiary hereby agrees that its obligations under this Agreement are absolute and unconditional and shall not be discharged or any holder of any Noteotherwise affected as a result of: (i) to assert the invalidity or unenforceability of any claim security for or demand guaranty of all or to enforce any right part of the Obligations or remedy against of the Borrower, Note Agreement or any other Obligor Transaction Document, or the lack of perfection or failure of priority of any security for all or any part of the Obligations; (ii) the absence of any attempt to collect the Obligations, or any portion thereof, from the Company or any other Person under or other action to enforce the provisions of the Credit Agreementsame; (iii) any failure by Prudential to acquire, perfect and maintain any security interest in, or to preserve any rights to, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, security or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, for all or any part of the Secured Obligations or any other extension, compromise or renewal Obligations; (iv) the avoidance of any Secured Obligation, (d) any reduction, limitation, impairment lien or termination security interest in favor of any Secured Obligations Prudential for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to ; (and the Pledgor hereby waives any right to or claim ofv) any defense borrowing or setoff, counterclaim, recoupment or termination whatsoever grant of a security interest by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety Company or any guarantor., as debtor-in-possession, or extension of credit, under Title 11 of the United States Code (the "Bankruptcy Code"); the disallowance, under the Bankruptcy Code, of all or any portion of Prudential's claim(s) for repayment of the Obligations; any use of cash collateral under the Bankruptcy Code; any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

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

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

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

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

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

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

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

Security Interest Absolute. All rights of the Administrative Agent and the lien and security interests interest granted to the Administrative Agent it hereunder, and all obligations of the Pledgor Grantors hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, Loan Agreement or any Note of the other Loan Documents or any other Loan Document,agreement or instrument relating thereto; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, waiver of or any Secured Obligations consent to departure from the Loan Agreement or otherwise,any of the other Loan Documents; (ec) any amendment totaking and holding of collateral or guarantees for all or any of the Obligations, rescissionor any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or other modification ofrelease of any collateral or such guarantees, or any non-perfection of any collateral, or any consent to departure fromfrom any such guaranty; (d) any manner of application of collateral, or proceeds thereof, to all or any of the terms Obligations, or the manner of sale or other disposition of any collateral or the collection of proceeds thereof; (e) any consent by the Agent to the restructure or refinancing of the Credit Agreement, any Note Obligations or any other Loan Document,portion thereof; (f) any additionother modification, exchangecompromise, releasesettlement or release by the Agent, surrender by operation of law or non-perfection otherwise, of the Obligations or the liability of any collateral (including obligor or guarantor, or of any collateral, in whole or in part, and any refusal by the Collateral)Agent to accept any payment, in whole or in part, from any obligor or guarantor in connection with any of the Obligations, in each case whether or not with notice to, further assent by, or any amendment to or waiver or release reservation of or addition to or consent to departure from any guarantyrights against, for any of the Secured Obligations, Grantors; or (g) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety third party grantor or any guarantor.

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

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

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

Security Interest Absolute. The obligations of Pledgor under this Agreement are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against Pledgor to enforce this Agreement, irrespective of whether any action is brought against the Borrower, any other pledgor or any guarantor of the Secured Obligations or whether the Borrower, any other pledgor or any guarantor of the Secured Obligations is joined in any such action or actions. All rights of the Administrative Agent and the assignment, hypothecation and security interests granted to the Administrative Agent interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by applicable law, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Credit Agreement, any Note other Financing Document or any other Loan Document,agreement or instrument relating to any thereof, the absence of any action to enforce the same, any release of any Borrower Entity or Pledgor, the recovery of any judgment against any Borrower Entity or Pledgor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Pledgor; (b) the failure of any Secured Party occurrence or any holder of any Note condition whatsoever, including without limitation, (i) to assert any claim compromise, settlement, release, waiver, renewal, extension, indulgence or demand modification of, or to enforce any right or remedy against the Borrowerchange in, any other Obligor of the obligations of any Borrower Entity or Pledgor contained in this Agreement, the Credit Agreement or any other Person under the provisions of the Credit AgreementFinancing Document, any Note, any other Loan Document or otherwise, or (ii) to any impairment, modification, release or limitation of the liability of any Borrower Entity or Pledgor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by Pledgor, the Administrative Agent or any right other Secured Party of any rights or remedy against remedies, (iv) the assignment or the purported assignment of any property as security for the Secured Obligations, including all or any part of the rights of Pledgor under this Agreement, (v) the extension of the time for payment by any Borrower Entity or any other guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any Financing Document or of the time for performance by any Borrower Entity or Pledgor of any other obligations under or arising out of any terms or provisions or the extension of the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of any Borrower Entity or Pledgor set forth in any Financing Document, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or collateral securingother similar proceeding affecting any Borrower Entity or Pledgor or any of their respective assets, or the disaffirmancy of this Agreement or any Secured Obligations,Financing Document in any such proceeding, (viii) the release or discharge of any Borrower Entity or Pledgor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of this Agreement or any Financing Document or (x) any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor; or (c) any change in the timeexchange, manner release or place non-perfection of payment ofany collateral, or in any release or amendment or waiver of or consent to departure from any other term ofguarantee, for all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety or any guarantor.

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

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

Security Interest Absolute. All rights of the Administrative Agent Trustee and the security interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor Royalty Sub hereunder, shall be absolute and unconditional, unconditional irrespective of, and Royalty Sub hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any of the Credit Agreement, any Note Transaction Documents or any other Loan Document,agreement or instrument relating thereto (other than against the Trustee); (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, waiver of or any consent to any departure from, any of from the terms of the Credit Agreement, any Note Transaction Documents or any other Loan Document,agreement or instrument relating thereto; (fc) any additiontaking, exchange, releasesurrender, surrender release or non-perfection of any collateral (including the Collateral)Collateral or any other collateral, or any release or amendment to or waiver or release of or addition to or consent to any departure from any guaranty, for all or any of the Secured Obligations; (d) any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of Royalty Sub under or in respect of the Transaction Documents or any other assets of Royalty Sub; (e) any change, restructuring or termination of the corporate structure or existence of Royalty Sub; (f) the failure of any other Person to execute this Indenture or any other agreement or the release or reduction of liability of Royalty Sub or other grantor or surety with respect to the Secured Obligations; or (g) any other circumstances which circumstance (including any statute of limitations) or any existence of or reliance on any representation by the Trustee that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety or any guarantorRoyalty Sub.

Security Interest Absolute. All rights of the Administrative Agent Lender and the security interests granted to the Administrative Agent interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, unconditional irrespective of : (a) any lack of validity or enforceability of the Credit Financing Agreement, any Note other Financing Document or any other Loan Document, agreement or instrument relating thereto; (b) the exercise by Lender of any remedy, power or privilege contained in any Financing Document or available at law, equity or otherwise; (c) the failure of any Secured Party or any holder of any Note Lender (i) to assert any claim or demand or to enforce any right or remedy against the BorrowerPledged Company, any other Obligor Affiliate of Pledged Company or any other Person under the provisions of the Credit Financing Agreement, any the Note, any other Loan Financing Document or otherwise, or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured of the Obligations, ; (cd) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations (including any increase in the amount thereof), or any other extensionamendment or waiver of or any consent to any departure from the Financing Agreement or any other Financing Document; (e) any action by Lender to take and hold security or collateral for the payment of the Obligations, compromise or renewal sell, exchange, release, dispose of, or otherwise deal with, any property pledged, mortgaged or conveyed, or in which Lender has been granted a Lien, to secure any indebtedness to Lender of Pledgor, Pledged Company, any Secured Obligation, of their respective Affiliates or any other Person party to a Financing Document; (df) any reduction, limitation, impairment or termination of any Secured of the Obligations for any reasonreason other than the written agreement of the Lender to terminate the Obligations in full, but including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Obligation of Pledged Company, any Affiliate of Pledged Company or otherwise, ; (eg) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Financing Agreement, any Note the Note, or any other Loan Financing Document, ; (fh) any addition, exchange, releasesurrender, surrender release or non-perfection of any collateral (including the Collateral), or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guaranty, for other security interest held by Lender securing any of the Secured Obligations; (i) the application by Lender of any sums by whomever paid or however realized to any amounts owing by Pledgor, or Pledged Company or any other Person party to the Financing Documents to Lender in such manner as Lender shall determine in its discretion; (gj) any bankruptcy or insolvency of Pledged Company, Pledgor or any other Person; or (k) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety Pledgor or any guarantorthird party pledgor (other than the defense of payment).

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

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

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

Security Interest Absolute. All Subject to the Interim Order (and, when applicable, the Final Order) all rights of the Administrative Agent and the security interests granted to the Administrative Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, unconditional irrespective of of (a) any lack of validity or enforceability of the Credit Agreement, any Note other Loan Document, any agreement with respect to any of the Obligations or any other Loan Document, agreement or instrument relating to any of the foregoing; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, waiver of or any consent to any departure from, any of the terms of from the Credit Agreement, any Note other Loan Document or any other Loan Document, agreement or instrument relating to any of the foregoing; (fc) any addition, exchange, release, surrender release or non-perfection nonperfection of any collateral (including the Collateral)other collateral, or any release or amendment to or waiver or release of or addition to or consent to or departure from any guaranty, for all or any of the Obligations; (d) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Pledgor under any Loan Document or any other agreement or instrument evidencing or securing any Obligation, by operation of law or otherwise; (e) any change in the existence, structure or ownership of any Pledgor, or any liquidation or other similar proceeding (including the Cases) affecting any Pledgor or its assets or any resulting disallowance, release or discharge of all or any portion of any Obligation; (f) the existence of any claim, set-off or other right which any Pledgor may have at any time against the Borrower, any other Pledgor, any Agent, any other Secured ObligationsParty or any other Person, or whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (g) any failure by any Secured Party: (i) to file or enforce a claim against any Pledgor or its estate (in a bankruptcy or other circumstances proceeding); (ii) to give notice of the existence, creation or incurrence by any Pledgor of any new or additional indebtedness or obligation under or with respect to the Obligations; (iii) to commence any action against any Pledgor; (iv) to disclose to any Pledgor any facts which such Secured Party may now or hereafter know with regard to any Pledgor; or (v) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Obligations; (h) any direction as to application of payment by the Borrowers, any other Pledgor or any other Person; (i) any subordination by any Secured Party of the payment of any Obligation to the payment of any other liability (whether matured or unmatured) of any Pledgor to its creditors; (j) any act or failure to act by any Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Pledgor of any right to subrogation, contribution or reimbursement against any other Pledgor or any right to recover full indemnity for any payments made by such Pledgor in respect of the Obligations; (k) any other act or omission to act or delay of any kind by any Pledgor or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Pledgor’ s obligations hereunder; or (l) any other circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Pledgor in respect of the Borrower, any Obligations or in respect of this Agreement (other Obligor, any surety or any guarantorthan the indefeasible payment in full of all the Obligations and the termination of the commitments of the Lenders).

Security Interest Absolute. All rights of the Administrative Agent and Lenders and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to the Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following: (a) any a. Any lack of validity or enforceability of the Credit Agreement, any Note Loan Document; or b. The failure of Administrative Agent or any other Loan Document, (b) the failure of any Secured Party Lender or any holder of any Note: (i) to 1. To assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to 2. To exercise any right or remedy against any other guarantor Obligor of, or any collateral securing, any Secured Obligations,obligations of any Borrower owing to any Lender; or -- (c) any c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any Obligation; or d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation,; or (d) any e. Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to ; or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,-- (e) any f. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; or -- (f) any g. Any addition, exchange, release, surrender or non-perfection nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, orObligation; or -- (g) any h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrowerany Grantor or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Grantor hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Obligorevent or occurrence affecting, any surety or any guarantorSecured Obligation.

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

Security Interest Absolute. All rights of the Administrative Agent Agent, all pledges and the security interests granted to the Administrative Agent hereunder, hereunder and all obligations of the Pledgor hereunder, shall be hereunder are unconditional and absolute and unconditionalindependent and separate from any other pledge or security for or guaranty of the Secured Obligations, irrespective ofwhether executed by the Pledgor or any other Person. Without limiting the generality of the foregoing, the obligations of the Pledgor hereunder shall not be released, discharged or otherwise affected or impaired by: (a) any lack extension, renewal, settlement, compromise, acceleration, waiver or release in respect of validity or enforceability of any Secured Obligation under the Credit and Security Agreement, any Note other Transaction Document or any other Loan Document,agreement or instrument evidencing or securing any Secured Obligation, by operation of law or otherwise; (b) any change in the failure manner, place, time or terms of payment of any Secured Party Obligation or any holder of any Note (i) other amendment, supplement or modification to assert any claim or demand or to enforce any right or remedy against the BorrowerCredit and Security Agreement, any other Obligor Transaction Document or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document agreement or otherwise, or (ii) to exercise any right instrument evidencing or remedy against any other guarantor of, or collateral securing, securing any Secured Obligations,Obligation; (c) any change in the timerelease, manner non-perfection or place invalidity of payment of, or in any other term ofsecurity for any Secured Obligation, all any sale, exchange, surrender, realization upon, offset against or other action in respect of any security for any Secured Obligation or any release of the Secured Obligations or any other extension, compromise or renewal obligor in respect of any Secured Obligation,; (d) any reductionchange in the existence, limitationstructure or ownership of the Pledgor, impairment or termination any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting the Pledgor or its assets or any resulting disallowance, release or discharge of all or any portion of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,Obligation; (e) the existence of any amendment toclaim, rescission, waiver, set-off or other modification of, or right which the Pledgor may have at any consent to departure fromtime against the Administrative Agent, any of the terms of the Credit Agreement, any Note other Secured Party or any other Loan Document,Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any additioninvalidity or unenforceability for any reason of the Credit and Security Agreement, exchange, release, surrender any other Transaction Document or non-perfection of any collateral (including the Collateral)other agreement or instrument evidencing or securing any Secured Obligation, or any amendment provision of applicable Law or regulation purporting to or waiver or release prohibit the payment by the Pledgor of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, orObligation; (g) any failure by the Administrative Agent or any other circumstances Secured Party: (i) to file or enforce a claim against the Pledgor or its estate (in a bankruptcy or other proceeding); (ii) to give notice of the existence, creation or incurrence by the Pledgor of any new or additional indebtedness or obligation under or with respect to the Secured Obligations; (iii) to commence any action against the Pledgor; (iv) to disclose to the Pledgor any facts which might the Administrative Agent or such other Secured Party may now or hereafter know with regard to the Pledgor; or (v) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Secured Obligations; (h) any direction as to application of payment by the Pledgor or any other Person; (i) any subordination by any Secured Party of the payment of any Secured Obligation to the payment of any other liability (whether matured or unmatured) of the Pledgor to its creditors; (j) any act or failure to act by the Administrative Agent or any other Secured Party under this Pledge Agreement or otherwise which may deprive the Pledgor of any right to recover full indemnity for any payments made by the Pledgor in respect of the Secured Obligations; or (k) any other act or omission to act or delay of any kind by the Pledgor, the Administrative Agent or any other Secured Party or any other Person or any other circumstance whatsoever (other than payment and performance in full of the Secured Obligations) which might, but for the provisions of this clause, constitute a defense available to, or a legal or equitable discharge of, of the Borrower, any other Obligor, any surety or any guarantorPledgor’s obligations hereunder.

Security Interest Absolute. All rights of the Administrative Agent Lender and the pledges and security interests granted to the Administrative Agent Lender hereunder, and all obligations of the Pledgor hereunder, shall be are absolute and unconditional, irrespective of: (a) any a. Any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document,; or (b) the b. The failure of any Secured Party Lender or any holder of any Note: (i) to 1. To assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, Note or any other Loan Document or otherwise, or (ii) to 2. To exercise any right or remedy against any other guarantor Obligor of, or collateral securing, any Secured Obligations,obligations of any Borrower owing to Lender; or (c) any c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation,; or (d) any d. Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to compromise (and the each Pledgor hereby waives any right to or claim of) of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,Obligation); or (e) any e. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document,; or (f) any f. Any addition, exchange, release, surrender or non-perfection nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, ; or (g) any g. Any other circumstances which that might otherwise constitute a defense available to, or a legal or equitable discharge of, the BorrowerPledgor, including, without limitation, any other Obligor, any surety or any guarantorand all suretyship defenses.

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

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

Security Interest Absolute. All Until the Release Date, all rights of the Administrative Collateral Agent and the other Secured Parties and the security interests granted to the Administrative Agent interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, unconditional irrespective of of (a) any lack of validity or enforceability of any of the Credit AgreementNote Documents, any Note Transaction Document or any other Loan Document, agreement or instrument relating thereto; (b) the exercise by any Secured Party of any remedy, power or privilege contained in any Note Document or available at law, equity or otherwise; (c) the failure of any Secured Party or any holder of any Note Note (i) to assert any claim or demand or to enforce any right or remedy against the BorrowerCCH Direct Parent, any other Obligor Affiliate of CCH Direct Parent or any other Person under the provisions of any of the Credit AgreementNote Documents, any Note, any other Loan Transaction Document or otherwise, or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations, Liabilities; (cd) any change in the time, manner or place of payment of, or in any other term ofof the Secured Liabilities (including any increase in the amount thereof), all or any other amendment or waiver of or any consent to any departure from any of the Secured Obligations Note Documents or any other extensionTransaction Document, compromise except for any amendment, waiver, consent to departure effected in accordance with the applicable Note Documents and Transaction Documents; (e) any action by Collateral Agent to take and hold security or renewal Collateral for the payment of the Secured Liabilities, or to sell, exchange, release, dispose of, or otherwise deal with, any Secured Obligation, property pledged or in which Collateral Agent has been granted a Lien, to secure any indebtedness to Collateral Agent of Pledgor, CCH Direct Parent, any of its Affiliates or any other Person party to a Note Document; (df) any reduction, limitation, impairment or termination of any of the Secured Obligations Liabilities for any reasonreason other than the written agreement of the Secured Parties to reduce, including any claim of waiver, release, surrender, alteration limit or compromise, terminate such Secured Liabilities and shall not be subject to (and the Pledgor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence (other than the occurrence of the Release Date) affecting, any Secured Obligations Note Obligation of CCH Direct Parent, any Affiliate of CCH Direct Parent or otherwise, ; (eg) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document, (f) any addition, exchange, releasesurrender, surrender release or non-perfection of any collateral (including the Collateral), or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guaranty, for other security interest held by any Secured Party or any holder of any Note securing any of the Secured ObligationsLiabilities; (h) any bankruptcy or insolvency of CCH Direct Parent, or Pledgor or any other Person; or (gi) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor (other than the Borrower, any other Obligor, any surety or any guarantordefense of payment).

Security Interest Absolute. All rights of the Administrative Agent and -------------------------- the security interests granted to the Administrative Agent Lenders hereunder, the grant of a security interest in the Collateral and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity Any claim as to the validity, regularity or enforceability of the Credit Agreement, any Note this 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) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any Any change in the time, manner or place of payment of, or in any other term of, all of or any of the Secured Obligations Obligations, or any other extensionamendment or waiver of or any consent to any departure from this Agreement, compromise any other Loan Document or renewal any other agreement or instrument relating to any of the foregoing; (c) Any change in the corporate existence, structure or ownership of any Secured Obligation,issuer of Pledged Securities, or any liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting any such issuer or its assets; (d) any reduction, limitation, impairment or termination Any change in the Laws of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise,jurisdiction; (e) The occurrence of any amendment to, rescission, waiver, Default or other modification of, or any consent to departure from, any Event of the terms of the Credit Agreement, any Note or any other Loan Document,Default; (f) any addition, Any exchange, release, surrender release or non-perfection of the Lenders' security interest in any collateral (including the other Collateral), or any release or amendment to or waiver or release of or addition to or consent to or departure from any guaranty, for all or any of the Secured Obligations, ; or (g) any Any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, such Pledgor in respect of the Borrower, any Obligations or in respect of this Agreement (other Obligor, any surety or any guarantorthan the indefeasible payment in full of all Obligations).

Security Interest Absolute. All rights of the Administrative Agent Pledgee and the security interests granted to the Administrative Agent Pledgee hereunder, and all obligations of the Pledgor Pledgors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of any of the Credit Agreement, any Note Loan Documents or any other Loan Document,instruments relating thereto; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Secured Obligations Borrower Obligations, or any other renewal, extension, compromise amendment, modification or renewal waiver of or any consent to departure from any of the Loan Documents; (c) any act or omission of Pledgee (or other holder of the Loan Documents) of any Secured Obligation,nature whatsoever; (d) with respect to any reductionPledgor, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofBorrower, or any other event Person, (i) any failure to obtain required authorization by all necessary corporate, partnership or occurrence affecting, any other action relating to the incurrence of the Borrower Obligations or the Secured Obligations or otherwise,to the execution, delivery or performance of any of the Loan Documents, or (ii) any violation of any provision of any of the articles of incorporation, by-laws, partnership agreement or any other document, instrument or agreement occasioned by the incurrence of the Borrower Obligations or the Secured Obligations, by the execution, delivery, or performance of any of the Loan Documents, or by any failure of same to have been duly authorized by all necessary corporate, partnership or other action; (e) any amendment torelease, rescissionamendment, waiver, modification, extension or other modification of, renewal of or any consent to departure from, any guaranty given to secure all or any of the terms Borrower Obligations or the Secured Obligations (other than a release of the Credit Agreement, any Note Guaranty); or forbearance of any other action or inaction under or in respect of any of the Loan Document,Documents; (f) any addition, exchange, release, forbearance or surrender of or non-perfection of any other action or inaction with respect to any collateral (including including, without limitation, the Collateral), other than a release of all of the Collateral which would result in a termination of the Guaranty under Section 7(a) thereof) at any time and from time to time now or hereafter securing any or all of the Borrower Obligations or the Secured Obligations or the Loan Documents or the liability of Pledgor, Borrower, or any amendment to other Person in respect of all or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Loan Documents, or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any loss or destruction of any such collateral, or any matter impairing the value of such collateral as security for all or any of the Borrower Obligations, oror the liability of any Pledgor, Borrower, or any other Person, in respect of all or any of the Borrower Obligations or Loan Documents; (g) any guaranty now or hereafter executed by any Pledgor or anyone else or any recovery under any such other circumstances guaranty; (h) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any of the terms and provisions of the Loan Documents, or any claim, cause of action, right or remedy which Pledgee may, at any time, have under any of the Loan Documents or with respect to any guaranty or any security which may be held by Pledgee (or other holder of the Loan Documents) with respect to the Loan; (i) the failure to give Pledgor any notice whatsoever, other than any notice which Pledgee is expressly required to give pursuant to any provision of this Pledge and Security Agreement; (j) exculpatory provisions in any of the Loan Documents (other than in the Guaranty or in this Pledge and Security Agreement) limiting recourse to property encumbered by the Loan Documents or to any other security or limiting rights to enforce a deficiency judgment against the Borrower; (k) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of any of the Borrower's interest in any property securing the Loan or the occurrence of any such sale, assignment, conveyance, merger or other voluntary or involuntary transfer which results in any Pledgor becoming the Borrower under any of the Loan Documents; provided, however, that any such sale, assignment, conveyance, merger or other transfer shall be subject to the limitations set forth in the Loan Documents; (l) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interests of Pledgee (or other holder of the Loan Documents) in the Guaranty or this Pledge and Security Agreement or any of the other Loan Documents; (m) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, or the like, of any Pledgor, Borrower or any other Person, whether or not any Pledgor shall have notice or knowledge of any of the foregoing; (n) any recovery (other than payment in full of all of the Secured Obligations which would result in a termination of the Guaranty under Section 7(a) thereof) as a result of the exercise by Pledgee (or other holder of the Loan Documents) of any of its rights or remedies under the Loan Documents, including any foreclosure thereof, or (o) any other fact, circumstance or matter of any nature whatsoever (other than payment in full of all of the Secured Obligations which would result in a termination of the Guaranty under Section 7(a) thereof) that might otherwise constitute a defense available to, or a legal or equitable discharge of, or might otherwise operate to release or affect the obligations of, any Pledgor, Borrower, or any other ObligorPerson liable to Pledgee (or other holder of the Loan Documents) in respect of any of the Borrower Obligations, any surety the Secured Obligations or any guarantorthe Loan Documents.

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

Security Interest Absolute. All rights of the Administrative Agent and the Lenders and the security interests granted to the Administrative Agent for its benefit and for the ratable benefit of the Lenders hereunder, and all obligations of each of the Pledgor Borrowers hereunder, shall be absolute and unconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any Note or any other Loan Document, (b) the failure of any Secured Party or any holder of any NoteLender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor Borrower or any other Person under the provisions of the Credit this Agreement, any Note, any other Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured of the Obligations,; (cb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation,of the Obligations; (dc) any reduction, limitation, impairment or termination of any Secured of the Obligations of the Borrowers or any other Person for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each of the Pledgor Borrowers hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of such Borrower, any other Person or otherwise,, other than payment in full of the Obligations; (ed) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Note or any other Loan Credit Document,; (fe) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guarantyguarantee, for any of the Secured Obligations, ; or (gf) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the such Borrower, any other ObligorPerson, any surety or any guarantor.

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

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

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

Security Interest Absolute. All rights of the Administrative Agent Lender and the security interests granted to the Administrative Agent hereunder, and all duties, and obligations of the Pledgor Affiliated Companies hereunder, shall be absolute and unconditionalunconditional and, irrespective ofwithout limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any lack extension, renewal, settlement, compromise, waiver or release in respect of validity or enforceability any of the Credit AgreementObligations, any Note or any other Loan Document,document evidencing or securing such Obligations, by operation of law or otherwise; (b) any modification or amendment or supplement to the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against Amended Loan Agreement, the Borrower, any other Obligor Loan Documents or any other Person under the provisions document evidencing or securing any of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,; (c) any change in the timerelease, manner non-perfection or place invalidity of payment of, any direct or in any other term of, all or indirect security for any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation,Obligations; (d) any reductioninsolvency, limitationbankruptcy, impairment reorganization or termination of other similar proceeding affecting any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Affiliated Companies or its assets or any other event resulting disallowance, release or occurrence affecting, discharge of all or any Secured Obligations or otherwise,portion of the Obligations; (e) the existence of any amendment toclaim, rescission, waiver, set-off or other modification of, or any consent to departure from, right which any of the terms of Affiliated Companies may have at any time against the Credit Agreement, any Note Lender or any other Loan Document,entity or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any addition, exchange, release, surrender invalidity or non-perfection unenforceability relating to or against any of the Affiliated Companies for any reason of any collateral (including of the Collateral)Obligations, or any amendment provision of applicable law or regulation purporting to or waiver or release of or addition to or consent to departure from any guaranty, for any prohibit the payment by the Affiliated Companies of the Secured Obligations, or; (g) any failure by the Lender (i) to file or enforce a claim against the Affiliated Companies or its estate (in a bankruptcy or other circumstances proceeding), (ii) to give notice of the existence, creation or incurring by any of the Affiliated Companies of any new or additional indebtedness under or with respect to the Obligations, (iii) to commence any action against any of the Affiliated Companies, (iv) to disclose to any of the Affiliated Companies any facts which might otherwise the Lender may now or hereafter know with regard to such Affiliated Company or (v) to proceed with due diligence in the collection, protection or realization upon any Refund Collateral securing the Obligations; or (vi) any other act or omission to act or delay of any kind by any of the Affiliated Companies, the Lender or any other corporation or person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a defense available to, or a legal or equitable discharge of, of the Borrower, any other Obligor, any surety or any guarantorObligations.

Security Interest Absolute. All rights of the Administrative Collateral Agent and the security interests granted to the Administrative Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of of (a) any lack of validity or enforceability of the Credit AgreementAgreements, any Note or any other Loan Document, , (b) the failure of any Secured Lender Party or any holder of any Note , (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor Exhibit M - 7 163 Designated Entity or any other Person under the provisions of the Credit AgreementAgreements, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, Obligations of Borrower or any other Designated Entity, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, Obligation of Borrower or any other Designated Entity, (d) any reduction, limitation, impairment or termination of any Secured Obligations of Borrower or any other Designated Entity for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of Borrower, any other Designated Entity or otherwise, , (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit AgreementAgreements, any Note or any other Loan Document, , (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations, or or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other ObligorDesignated Entity, any surety or any guarantor.

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

Security Interest Absolute. All rights of the Administrative Collateral Agent and the security interests granted to the Administrative Agent interest hereunder, and all obligations of the Pledgor Authority hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity or enforceability of the Credit this Agreement, any Note the BACA, or any other Loan Sale Document,; (b) the failure of any Secured Party Collateral Agent or any holder of any Note (i) the Trust to assert any claim or demand or to enforce any right or remedy against the BorrowerAuthority, any other Obligor affiliate of the Authority or any other Person under the provisions of the Credit this Agreement, any Notethe BACA, any other Loan Sale Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations,; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations amounts payable under the Sale Documents (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Secured Obligation,consent to any departure from this Agreement or any Sale Document; (d) any reduction, limitation, impairment or termination of any Secured Obligations of the Sale Documents for any reason, but including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Pledgor Authority hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations Sale Document or otherwise,; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Note the BACA or any other Loan Sale Document,; (f) any addition, exchange, releasesurrender, surrender release or non-perfection of any collateral (including the Collateral)Account collateral, or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guaranty, for any of other security interest held by Collateral Agent under the Secured Obligations, orDeposit and Disbursement Agreement or the BACA; (g) any bankruptcy or insolvency of the Trust, the Authority or any other circumstances Person; (h) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in the collateral, even though such foreclosure, sale or election of remedies may impair the subrogation rights of the Authority or may preclude the Authority from obtaining reimbursement, contribution, indemnification or other recovery and even though the Authority may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency; or (i) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety Authority or any guarantorthird party pledgor (other than the defense of payment).

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

Security Interest Absolute. All rights and security interests of the Administrative Agent and the security interests granted to the Administrative Agent Secured Parties hereunder, and all obligations of the Pledgor Company hereunder, shall be absolute and unconditional, unconditional irrespective of: (a) any lack of validity or enforceability of the Credit Agreement, any Note other Credit Document, or any other Loan Document,agreement or instrument relating thereto; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured 17 Obligations or any other extension(including, compromise or renewal of any Secured Obligation, (d) any reduction, without limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason possible extension of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofCommitment Termination Date and increase of the amount of the Commitments all on the terms and conditions set forth in the Credit Agreement), or any other event amendment, renewal or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, waiver of or any consent to any departure from, any of the terms of from the Credit Agreement, any Note Agreement or any other Loan Credit Document,; (fc) any addition, exchange, release, surrender release or non-perfection of any collateral (including the Collateral)other collateral, or any release or amendment to or waiver or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations; (d) any indulgence, moratorium or release granted by any Secured Party, including but not limited to (i) any renewal, extension or modification which a Secured Party may grant with respect to the Obligations, (ii) any surrender, compromise, release, renewal, extension, exchange or substitution which a Secured Party may grant in respect of any item securing the Obligations, or any part thereof or any interest therein, or (iii) any release or indulgence granted to any endorser, guarantor or surety of the Obligations; or (ge) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Obligor, any surety Company or any guarantora third party pledgor.

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

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

Security Interest Absolute. All rights of the Administrative Collateral Agent and hereunder, the security interests granted to the Administrative Agent hereunder, hereunder and all obligations of the Pledgor hereunder, each Grantor hereunder shall be absolute and unconditional, unconditional irrespective of of (a) any lack of validity or enforceability of the Amended and Restated First Lien Credit Agreement, any Note other Loan Document, any agreement with respect to any of the Secured Obligations or any other Loan Document, agreement or instrument relating to any of the foregoing, (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, waiver of or any consent to any departure from, any of from the terms of the Amended and Restated First Lien Credit Agreement, any Note other Loan Document or any other Loan Document, agreement or instrument relating to the foregoing, (fc) any addition, exchange, release, surrender release or non-perfection nonperfection of any collateral (including the Lien on any Collateral), or any release or amendment to or waiver or release of or addition to consent under or consent to departure from any guaranty, for securing or guaranteeing all or any of the Secured Obligations, or (gd) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Grantor, (e) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of this Amended and Restated First Lien Security Agreement or any other Loan Document or (f) any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor in respect of the Borrower, Secured Obligations or this Amended and Restated First Lien Security Agreement (other than a termination of any other Obligor, any surety Lien contemplated by Section 7.12 or any guarantorthe occurrence of the Termination Date).

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