Common use of Security Interests Absolute Clause in Contracts

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate in an Insolvency or Liquidation Proceeding; (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Credit Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Credit Party, any other Loan Credit Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Credit Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Credit Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Credit Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Credit Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Credit Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Credit Party may have at any time against the BorrowerCompany, any other Loan Credit Party, any Agent, any other Finance Secured Party, or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower Company or any other Loan Credit Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower Company or any other Loan Credit Party of any Finance Obligation; (vii) any failure by any Finance Secured Party: (A) to file or enforce a claim against any Loan Credit Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Credit Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Credit Party; (D) to disclose to any Loan Credit Party any facts which such Finance Secured Party may now or hereafter know with regard to any Loan Credit Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the BorrowerCompany, any other Loan Credit Party or any other Person; (ix) any subordination by any Finance Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Credit Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Secured Party under this Agreement or otherwise which may deprive any Loan Credit Party of any right to subrogation, contribution or reimbursement against any other Loan Credit Party or any right to recover full indemnity for any payments made by such Loan Credit Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Credit Party or any Finance 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 Loan Credit Party’s obligations hereunder, except that a Loan Credit Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Credit Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Credit Party hereunder. This Agreement shall remain fully enforceable against each Loan Credit Party irrespective of any defenses that any other Loan Credit Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Credit Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the U.S. Collateral Agent, all security interests hereunder and all obligations of each Loan U.S. Credit Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, - 11 - whether executed by such Loan U.S. Credit Party, any other Loan U.S. Credit Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan U.S. Credit Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan U.S. Credit Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law law or otherwise; (ii) other than pursuant to SECTION 7.05 hereof, any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan U.S. Credit Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan U.S. Credit Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan U.S. Credit Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan U.S. Credit Party may have at any time against the BorrowerBorrowers, any other Loan U.S. Credit Party, any Agent, any other Finance Party, Party or any other Person, whether in connection herewith or any unrelated transaction; provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower Borrowers or any other Loan U.S. Credit Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower Borrowers or any other Loan U.S. Credit Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan U.S. Credit Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan U.S. Credit Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan U.S. Credit Party; (D) to disclose to any Loan U.S. Credit Party any facts which such Finance Party may now or hereafter know with regard to any Loan U.S. Credit Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the BorrowerBorrowers, any other Loan U.S. Credit Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan U.S. Credit Party to its creditors; (x) any act or failure to act by the U.S. Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan U.S. Credit Party of any right to subrogation, contribution or reimbursement against any other Loan U.S. Credit Party or any right to recover full indemnity for any payments made by such Loan U.S. Credit Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan U.S. Credit Party or any Finance 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 Loan U.S. Credit Party’s 's obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan U.S. Credit Party has irrevocably and unconditionally delivered this Agreement to the U.S. Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan U.S. Credit Party hereunder. This Agreement shall remain fully enforceable against each Loan U.S. Credit Party irrespective of any defenses that any other Loan U.S. Credit Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoingforegoing and except as otherwise provided in Section 7.11 or Section 7.05 of the Credit Agreement, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Finance Obligation under any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any a Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, Holdings, any Subsidiary Guarantor, any other Loan Party, any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, Agent for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Finance Obligation under any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any a Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of hereunder (other than final payment in full of the Finance Obligations). Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by the Borrower, such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or or, to the extent permitted by applicable law, any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, Holdings, any Subsidiary Guarantor, any other Loan Party, any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or other Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party or other Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party or other Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party or other Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against the Borrower or any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral AgentAdministrative Agent and the other Secured Parties, all security interests hereunder and all obligations of each Loan Party Pledgor hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Secured Obligations, whether executed by such Loan PartyPledgor, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party Pledgor hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Secured Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Secured Obligation or any other amendment, supplement or modification to any Finance Loan Document (other than this Agreement) or any other agreement or instrument evidencing or securing any Finance Secured Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Secured Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Secured Obligation or any release of any other obligor or Loan Parties in respect of any Finance Secured Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any other Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Secured Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, the Administrative Agent or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Secured Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Secured Obligation; (vii) any failure by the Administrative Agent or any Finance other Secured Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Secured Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Administrative Agent or such Secured Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Secured Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by the Administrative Agent or any Finance other Secured Party of the payment of any Finance Obligation of the Secured Obligations to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Administrative Agent or any other Finance Secured Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Secured Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or the Administrative Agent or any Finance other 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full Discharge of the Finance Secured Obligations. Each Loan Party Pledgor has irrevocably and unconditionally delivered this Agreement to the Collateral Administrative Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party Pledgor hereunder. This Agreement shall remain fully enforceable against each Loan Party Pledgor irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Secured Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party Pledgor may assert the defense of final payment in full Discharge of the Finance Secured Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, Party or any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Amended Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of hereunder (other than final payment in full of the Finance Obligations). Each Loan Party has irrevocably and unconditionally delivered this Amended Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Amended Agreement or a security pledge agreement similar to this Amended Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Amended Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral AgentAgent and the Secured Parties hereunder, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and the Pledgor hereunder, shall be absolute and independent and separate from any other security for or guaranty of the Finance Obligationsunconditional and, whether executed by such Loan Party, any other Loan Party or any other Person. Without without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: : (ia) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document Secured Obligation or any other agreement or instrument evidencing or document securing any Finance Secured Obligation, by operation of Law law or otherwise; ; (iib) any change in modification or amendment or supplement to the mannerCredit Agreement, placeany Collateral Document, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument document evidencing or securing any Finance Secured Obligation; ; (iiic) any release, non-perfection or invalidity of any direct or indirect security for any Finance Secured Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; ; (ivd) any change in the existence, structure or ownership of any the Borrower, the Pledgor or other Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation reorganization or other similar proceeding affecting any the Borrower, the Pledgor or other Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; the Secured Obligations; (ve) the existence of any claim, set-off or other right which any Loan Party the Pledgor may have at any time against the Borrower, any other Loan Party, any the Agent, any other Finance Party, Secured Party or any other Personcorporation or person, whether in connection herewith or any unrelated transactiontransactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; (vif) any invalidity or unenforceability for any reason of any Secured Obligation relating to or against the Borrower Borrower, the Pledgor or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation Party, or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower Borrower, the Pledgor or any other Loan Party of any Finance Obligation; the Secured Obligations; (viig) any failure by the Agent or any Finance Party: Secured Party (Ai) to file or enforce a claim against the Borrower, the Pledgor or any other Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceeding; other proceeding), (Bii) to give notice of the existence, creation or incurrence by the Borrower, the Pledgor or any other Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Secured Obligations; , (Ciii) to commence any action against the Borrower, the Pledgor or any other Loan Party; , (Div) to disclose to the Borrower, the Pledgor or any other Loan Party any facts which such Finance the Agent or any Secured Party may now or hereafter know with regard to the Borrower, the Pledgor or any other Loan Party; Party or (Ev) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Secured Obligations; or or (xih) any other act or omission to act or delay of any kind by the Borrower, the Pledgor, any other Loan Party or Party, the Agent, any Finance Secured Party or any other Person person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Loan Party’s the Pledgor's obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Credit Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Credit Obligation or any other amendment, supplement or modification to any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Credit Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Credit Obligation or any release of any other obligor or Loan Parties in respect of any Finance Credit Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Credit Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Credit Party, or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Credit Obligation; (vii) any failure by any Finance Credit Party: (A) to file or enforce a claim against any Loan Party or its estate in an Insolvency or Liquidation Proceeding; (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Credit Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Credit Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Credit Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Credit Party of the payment of any Finance Credit Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Credit Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Credit Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance Credit 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Credit Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Credit Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Credit Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Credit Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, Party or any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of hereunder (other than final payment in full of the Finance Obligations). Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Secured Party, or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Secured Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Secured Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Secured Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full Discharge of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Credit Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Credit Obligation or any other amendment, supplement or modification to any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Credit Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Credit Obligation or any release of any other obligor or Loan Parties in respect of any Finance Credit Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Credit Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Credit Party, or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Credit Obligation; (vii) any failure by any Finance Credit Party: (A) to file or enforce a claim against any Loan Party or its estate in an Insolvency or Liquidation Proceeding; (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Credit Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Credit Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Credit Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Credit Party of the payment of any Finance Credit Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Credit Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Credit Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance Credit 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Credit Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Credit Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Credit Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Credit Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Note Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Note Obligation under any other Loan Party under any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation obligation or any other amendment, supplement or modification to any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Note Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Note Obligation or any release of any other obligor or Loan Parties in respect of any Finance Note Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any a Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Note Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Note Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Note Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Note Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Note Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Note Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s 's obligations hereunder, except that a Loan Party may assert the defense of hereunder (other than final payment in full of the Finance Note Obligations). Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Note Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Note Obligations.

Security Interests Absolute. All rights of the U.S. Collateral Agent, all security interests hereunder and all obligations of each Loan Credit Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Credit Party, any other Loan Credit Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Credit Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Credit Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise; (ii) other than pursuant to SECTION 8.05 hereof, any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Finance Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Credit Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Credit Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Credit Party may have at any time against the BorrowerBorrowers, any other Loan Credit Party, any Agent, any other Finance Party, Party or any other Person, whether in connection herewith or any unrelated transaction; provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Borrower Borrowers or any other Loan Credit Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower Borrowers or any other Loan Credit Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Credit Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Credit Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Credit Party; (D) to disclose to any Loan Credit Party any facts which such Finance Party may now or hereafter know with regard to any Loan Credit Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the BorrowerBorrowers, any other Loan Credit Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Credit Party to its creditors; (x) any act or failure to act by the U.S. Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Credit Party of any right to subrogation, contribution or reimbursement against any other Loan Credit Party or any right to recover full indemnity for any payments made by such Loan Credit Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Credit Party or any Finance 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 Loan Credit Party’s 's obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Credit Party has irrevocably and unconditionally delivered this Agreement to the U.S. Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Credit Party hereunder. This Agreement shall remain fully enforceable against each Loan Credit Party irrespective of any defenses that any other Loan Credit Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, Secured Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Secured Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Secured Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Secured Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Secured Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full Discharge of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Note Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation, by operation of Law law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Note Obligation or any other amendment, supplement or modification to any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Note Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Note Obligation or any release of any other obligor or Loan Parties in respect of any Finance Note Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Note Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, Party or any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Note Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Note Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Note Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Note Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Note Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s 's obligations hereunder, except that a Loan Party may assert the defense of hereunder (other than final payment in full of the Finance Note Obligations). Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Note Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Note Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each U.S. Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such U.S. Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each U.S. Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any other Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right (other than a defense of payment or performance) which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Secured Party, or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Secured Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Secured Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Secured Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 U.S. Loan Party’s obligations hereunder, except that a U.S. Loan Party may assert the defense of final payment in full of the Finance Obligations. Each U.S. Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any U.S. Loan Party hereunder. This Agreement shall remain fully enforceable against each U.S. Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full Discharge of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral AgentAgent and the Secured Parties hereunder, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and Pledgor hereunder, shall be absolute and independent and separate from any other security for or guaranty of the Finance Obligationsunconditional and, whether executed by such Loan Party, any other Loan Party or any other Person. Without without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (ia) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document Secured Obligation, Note or any other agreement or instrument document evidencing or securing any Finance Secured Obligation, by operation of Law law or otherwise; (iib) any change in modification, amendment or supplement to the mannerCredit Agreement, placeany Note, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Collateral Document or any other agreement or instrument document evidencing or securing any Finance Secured Obligation; (iiic) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Secured Obligation; (ivd) any change in the existence, structure or ownership of the Borrower, any Loan other Pledgor or any other Credit Party, or any insolvencyBankruptcy Event affecting the Borrower, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation any other Pledgor or any other similar proceeding affecting any Loan Credit Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligationthe Secured Obligations; (ve) the existence of any claim, set-off or other right which any Loan Party Pledgor may have at any time against the Borrower, any other Loan Pledgor, any other Credit Party, any the Agent, any other Finance Party, Secured Party or any other Personcorporation or 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 counterclaimtransactions; (vif) any invalidity or unenforceability for any reason of any Secured Obligation relating to or against the Borrower Borrower, any other Pledgor or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation Credit Party, or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower Borrower, any other Pledgor or any other Loan Credit Party of any Finance Obligationthe Secured Obligations; (viig) any failure by the Agent or any Finance Party: Secured Party (Ai) to file or enforce a claim against the Borrower, any Loan Pledgor or any other Credit Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceeding; other proceeding), (Bii) to give notice of the existence, creation or incurrence by the Borrower, any Loan other Pledgor or any other Credit Party of any new or additional indebtedness or obligation under or with respect to the Finance Secured Obligations; , (Ciii) to commence any action against the Borrower, any Loan other Pledgor or any other Credit Party; , (Div) to disclose to the Borrower, any Loan other Pledgor or any other Credit Party any facts which such Finance the Agent or any Secured Party may now or hereafter know with regard to the Borrower, any Loan Party; other Pledgor or any other Credit Party or (Ev) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Secured Obligations; or (xih) any other act or omission to act or delay of any kind by the Borrower, any Loan Party or other Pledgor, any Finance other Credit Party, the Agent, any Secured Party or any other Person person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Loan Party’s Pledgor's obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Finance Obligation under any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any a Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Amended Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of hereunder (other than final payment in full of the Finance Obligations). Each Loan Party has irrevocably and unconditionally delivered this Amended Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Amended Agreement or a security agreement similar to this Amended Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Amended Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Senior Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Senior Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, Party or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the any Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Senior Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Senior Collateral Agent, for the benefit of the Senior Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Senior Obligations.

Security Interests Absolute. All rights of the Collateral AgentAgent and the Secured Parties hereunder, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and Pledgor hereunder, shall be absolute and independent and separate from any other security for or guaranty of the Finance Obligationsunconditional and, whether executed by such Loan Party, any other Loan Party or any other Person. Without without limiting the generality of the foregoingforegoing and to the fullest extend permitted under applicable law, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (ia) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Secured Obligation, any other Loan Party under any Finance Document Note, or any other agreement or instrument document evidencing or securing any Finance such Secured Obligation, by operation of Law law or otherwise; (iib) any change in modification or amendment or supplement to the mannerAmended Agreement, placeany Note, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument document evidencing or securing any Finance Secured Obligation; (iiic) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Secured Obligation; (ivd) any change in the existence, structure or ownership of the Borrower, such Pledgor or any Loan Partyother Pledgor, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation reorganization or other similar proceeding affecting the Borrower, such Pledgor or any Loan Party other Pledgor or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligationthe Secured Obligations; (ve) the existence of any claim, set-off or other right which any Loan Party the Pledgor may have at any time against the Borrower, such Pledgor, any other Loan PartyPledgor, any the Agent, any other Finance Party, Secured Party or any other Personcorporation or 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 counterclaimtransactions; (vif) any invalidity or unenforceability for any reason of any Secured Obligation relating to or against the Borrower Borrower, such Pledgor or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation Pledgor, or any provision of applicable Law law or regulation purporting to prohibit the payment by the Borrower Borrower, such Pledgor or any other Loan Party Pledgor of any Finance Obligationthe Secured Obligations; (viig) any failure by the Agent or any Finance Party: Secured Party (Ai) to file or enforce a claim against the Borrower or any Loan Party other Pledgor or its estate (in an Insolvency a bankruptcy or Liquidation Proceeding; other proceeding), (Bii) to give notice of the existence, creation or incurrence by the Borrower or any Loan Party other Pledgor of any new or additional indebtedness or obligation under or with respect to the Finance Secured Obligations; , (Ciii) to commence any action against the Borrower or any Loan Party; other Pledgor, (Div) to disclose to any Loan Party such Pledgor any facts which such Finance the Agent or any Secured Party may now or hereafter know with regard to the Borrower or any Loan Party; other Pledgor or (Ev) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Secured Obligations; or (xih) any other act or omission to act or delay of any kind by the Borrower, any Loan Party or other Pledgor, the Agent, any Finance other Secured Party or any other Person person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Loan Party’s such Pledgor's obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Obligations.

Security Interests Absolute. All rights of the Senior Collateral Agent, all security interests hereunder and all obligations of each Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Senior Obligations, whether executed by such Loan Party, any other Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of Law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Loan Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Loan Party may have at any time against the Borrower, any other Loan Party, any Agent, any other Finance Party, or any other 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; (vi) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable Law or regulation purporting to prohibit the payment by the Borrower or any other Loan Party of any Finance Obligation; (vii) any failure by any Finance Party: (A) to file or enforce a claim against any Loan Party or its estate (in an Insolvency a bankruptcy or Liquidation Proceedingother proceeding); (B) to give notice of the existence, creation or incurrence by any Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Loan Party; (D) to disclose to any Loan Party any facts which such Finance Party may now or hereafter know with regard to any Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Borrower, any other Loan Party or any other Person; (ix) any subordination by any Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Loan Party to its creditors; (x) any act or failure to act by the any Collateral Agent or any other Finance Party under this Agreement or otherwise which may deprive any Loan Party of any right to subrogation, contribution or reimbursement against any other Loan Party or any right to recover full indemnity for any payments made by such Loan Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Loan Party or any Finance 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 Loan Party’s obligations hereunder, except that a Loan Party may assert the defense of final payment in full of the Finance Senior Obligations. Each Loan Party has irrevocably and unconditionally delivered this Agreement to the Senior Collateral Agent, for the benefit of the Senior Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Loan Party hereunder. This Agreement shall remain fully enforceable against each Loan Party irrespective of any defenses that any other Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Loan Party may assert the defense of final payment in full of the Finance Senior Obligations.