Common use of Security Interest Absolute Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Interest Absolute. All rights of the Collateral Administrative Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guaranty, for guarantee securing or guaranteeing all or any of the Secured Obligations or (d) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 9.14 of the Credit Agreement and Section 4.13 hereof, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral Security Interest and all obligations of each Pledgor hereunder, Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Loan Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any increase in, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Loan Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoinginstrument, (c) any exchange, release or nonperfection non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations or (d) subject to the terms of Section 7.14, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations)Agreement.

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

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateralCollateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge -10- 208 of, any Pledgor or any other Loan Party in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a and security interest in the Collateral interests hereunder and all obligations of each Pledgor Assignor hereunder, shall be absolute and unconditional irrespective of of: (a) any a)Any lack of validity or enforceability of the Credit Agreement, the Notes, any Intercompany Loan, the Guaranty, any other Loan Document, any agreement with respect to any of the Obligations Credit Document or any other agreement or instrument relating to any of the foregoing, thereto; (b) any b)Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Notes, any Intercompany Loan, the Guaranty, any other Loan Credit Document or any other agreement or instrument relating to any of the foregoing, thereto; or (c) any c)Any exchange, release or nonperfection non-perfection of any other collateral, or any release or amendment or waiver of or consent to or any departure from any guaranty, other guaranty for all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations). SECTION 23.

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

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

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