Continuing Security. It is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunder: 9.1.1 shall be held by the Pledgee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied; 9.1.2 shall be in addition to and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder; 9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person; 9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of them; 9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and 9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result of any failure by the Corporation or such other party to perform any such obligation or purported obligation.
Appears in 4 contracts
Sources: Loan Agreement (Quintana Shipping Ltd.), Loan Agreement (Quintana Shipping Ltd.), Loan Agreement (Quintana Shipping Ltd.)
Continuing Security. It is agreed that the The security created by the Mortgage and this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 5.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance by the Owner with all of the covenants, terms and conditions contained in the Security DocumentsDocuments to which the Owner is or is to be a party, express or impliedimplied and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Mortgagee in respect of the Outstanding Indebtedness or any part thereof and the Mortgagee);
9.1.2 shall 5.1.2 be in addition to to, and shall not in any way prejudice or affect affect, and may be enforced by the Pledgee Mortgagee without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments Instruments, right or remedy held by or available to the Pledgee or the Secured Creditors or any of them Mortgagee or any right or remedy of the Pledgee or the Secured Creditors or any of them Mortgagee thereunder;; and
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall 5.1.3 not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of them;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 4 contracts
Sources: Loan Agreement (Safe Bulkers, Inc.), Loan Agreement (Safe Bulkers, Inc.), Loan Agreement (Safe Bulkers, Inc.)
Continuing Security. It is agreed that the The security created by the Mortgage and this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 4.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied;
9.1.2 shall be in addition to implied and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee Mortgagee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee Mortgagee);
4.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Security Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Mortgagee or the Secured Creditors or any right or remedy of them;the Mortgagee or the Secured Creditors thereunder; and
9.1.5 shall 4.1.3 not be in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 2 contracts
Sources: Loan Agreement (DryShips Inc.), Loan Agreement (Capital Maritime & Trading Corp.)
Continuing Security. It is agreed that the The security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 4.1.1 be held by the Pledgee Security Agent as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied, and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Borrowers or any of them or any other person who may be liable to the Security Agent and/or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Security Agent and/or the Secured Creditors or any of them);
9.1.2 shall 4.1.2 be in addition to to, and shall not in any way prejudice or affect affect, and may be enforced by the Pledgee Security Agent without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments Instruments, right or remedy held by or available to the Pledgee or Security Agent and/or the Secured Creditors or any of them or any right or remedy of the Pledgee or Security Agent and/or the Secured Creditors or any of them thereunder;; and
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall 4.1.3 not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of them;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Security Agent and/or the Secured Creditors or any of them dealing with, exchanging, varying or failing to perfect or enforce any failure by of the Corporation same, or such giving time for payment or performance or indulgence or compounding with any other party to perform any such obligation or purported obligationperson liable.
Appears in 2 contracts
Sources: Supplemental Agreement (Quintana Shipping Ltd.), Supplemental Agreement (Quintana Shipping Ltd.)
Continuing Security. It is agreed that the The security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunderAssignment shall:
9.1.1 shall 5.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security DocumentsDocuments contained, express or implied;
9.1.2 shall be in addition to implied and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, that the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee or Mortgagee and/or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or Mortgagee and/or the Secured Creditors or any of them);
9.1.5 5.1.2 be in addition to, and shall not in any way prejudice or affect and may be enforced by the Mortgagee without prior recourse to the security created by any of the other Security Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Mortgagee and/or the Secured Creditors or any right or remedy of the Mortgagee and/or the Secured Creditors thereunder; and
5.1.3 not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 2 contracts
Sources: Loan Agreement (DryShips Inc.), Supplemental Agreement (DryShips Inc.)
Continuing Security. It is agreed that the The security created by the Mortgage and this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 4.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied;
9.1.2 shall be in addition to implied and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee or the Secured Creditors or any of them Mortgagee in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of themMortgagee);
9.1.5 4.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Security Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Mortgagee or any right or remedy of the Mortgagee thereunder; and
4.1.3 not be in any way prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 2 contracts
Sources: Loan Agreement (Capital Maritime & Trading Corp.), Loan Agreement (Capital Maritime & Trading Corp.)
Continuing Security. It is agreed that the The security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunderMortgage shall:
9.1.1 shall 4.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security DocumentsCorporate Guarantee, the Loan Agreement or this Mortgage, express or implied, and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Mortgagee in respect of the Outstanding Indebtedness or any part thereof and the Mortgagee);
9.1.2 shall 4.1.2 be in addition to to, and shall not in any way prejudice or affect affect, and may be enforced by the Pledgee Mortgagee without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments Instruments, right or remedy held by or available to the Pledgee or the Secured Creditors or any of them Mortgagee or any right or remedy of the Pledgee or the Secured Creditors or any of them Mortgagee thereunder;; and
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall 4.1.3 not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of them;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 2 contracts
Sources: Loan Agreement (Aegean Marine Petroleum Network Inc.), Second Supplemental Agreement (Aegean Marine Petroleum Network Inc.)
Continuing Security. It is agreed that the The security created by the Mortgage and this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunderCharterer shall:
9.1.1 shall 6.1.1 be held by the Pledgee Security Agent as a continuing security for the payment of the Outstanding Indebtedness Indebtedness, and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Finance Documents, express or implied;
9.1.2 shall be in addition to , and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, that the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee or the Secured Creditors or Security Agent and/or any of them the Finance Parties in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or Security Agent and/or any of themthe Finance Parties) and shall remain in full force and effect until the Outstanding Indebtedness has been discharged in full (which expression shall not embrace payment or a dividend in liquidation or bankruptcy of less than one hundred per cent (100%));
9.1.5 6.1.2 be in addition to, and shall not in any way prejudice or affect, and m a y be enforced by the Security Agent without prior recourse to, the security created by any other of the Finance Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Security Agent or any Finance Party or any right or remedy of the Security Agent or any Finance Party thereunder;
6.1.3 not be in any way prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Finance Documents or any other documentsuch Collateral Instrument, rights or remedies or by the takingsame becoming wholly or in part void, variationvoidable or unenforceable on any ground whatsoever or by the Security Agent or any Finance Party dealing with, compromiseexchanging, renewal varying or release of, or refusal or neglect failing to perfect or enforceenforce any of the same, any right, remedy or security against the Corporation giving time for payment or performance or indulgence or compounding with any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholderliable; and
9.1.6 shall 6.1.4 not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the CorporationOwner, the Pledgee Security Agent or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation Owner or any other person, whether or not known to the PledgeeSecurity Agent or any other Finance Party, by any invalidity in or irregularity or unenforceability of the obligations of the Corporation Owner or any other person under the Loan Agreement or any of the other Security Finance Documents or otherwise; otherwise and so that in the event that any obligation or purported obligation of the Corporation Owner or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder Charterer will keep the Pledgee Security Agent fully indemnified against any loss suffered by the Pledgee Security Agent or any other Finance Party as a result of any failure by the Corporation Owner or such other party to perform any such obligation or purported obligation.
Appears in 1 contract
Continuing Security. It is agreed that the The security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 3.1.1 be held by the Pledgee Mortgagee (as security agent and trustee for and on behalf of the Finance Parties) as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Finance Documents, express or implied;
9.1.2 shall be in addition to , and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, that the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee or Mortgagee and/or the Secured Creditors other Finance Parties or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or Mortgagee and/or the Secured Creditors other Finance Parties or any of them);
9.1.5 3.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any other of the Finance Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Mortgagee and/or the other Finance Parties or any of them or any right or remedy of the Mortgagee and/or the other Finance Parties or any of them thereunder; and
3.1.3 not be in any way prejudiced or affected by the existence of any timeof the other Finance Documents or any such Collateral Instrument, indulgence rights or relief being given remedies or by the Pledgee same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Secured Creditors Mortgagee and/or the other Finance Parties or any of them dealing with, exchanging, varying or failing to the Corporation perfect or any other person, by any amendment or supplement to the Loan Agreement, enforce any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release ofsame, or refusal giving time for payment or neglect to perfect performance or enforce, any right, remedy indulgence or security against the Corporation or compounding with any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result of any failure by the Corporation or such other party to perform any such obligation or purported obligationliable.
Appears in 1 contract
Sources: On Delivery Facility Agreement (Paragon Shipping Inc.)
Continuing Security. It is agreed that the The security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunderMortgage shall:
9.1.1 shall 4.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security DocumentsCorporate Guarantee, the Loan Agreement, the Master Swap Agreement or this Mortgage, express or implied, and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Mortgagee in respect of the Outstanding Indebtedness or any part thereof, and the Mortgagee);
9.1.2 shall 4.1.2 be in addition to to, and shall not in any way prejudice or affect affect, and may be enforced by the Pledgee Mortgagee without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments Instruments, right or remedy held by or available to the Pledgee or the Secured Creditors or any of them Mortgagee or any right or remedy of the Pledgee or the Secured Creditors or any of them Mortgagee thereunder;; and
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall 4.1.3 not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of them;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 1 contract
Continuing Security. It is agreed that the The security created by the Mortgage and this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 4.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Finance Documents, express or implied;
9.1.2 shall be in addition to implied and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee Mortgagee or the Secured Creditors Finance Parties or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or Mortgagee) but in any case, subject to clause 4.5 below, the Secured Creditors or any of themamounts already paid to the Lenders shall reduce accordingly the then Outstanding Indebtedness;
9.1.5 4.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Finance Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Mortgagee or the Finance Parties or any right or remedy of the Mortgagee or the Finance Parties thereunder; and
4.1.3 not be in any way prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Finance Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 1 contract
Sources: On Delivery Buyer Credit Facility Agreement (DryShips Inc.)
Continuing Security. It is agreed that the The security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunder:shall
9.1.1 shall 3.1.1 be held by the Pledgee Mortgagees as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied, and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or the Borrowers or any of them or any other person who may be liable to the Mortgagees or any of them in respect of the Outstanding Indebtedness or any part thereof and the Mortgagees or any of them);
9.1.2 shall 3.1.2 be in addition to to, and shall not in any way prejudice or affect affect, and may be enforced by the Pledgee Mortgagees or any of them without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments Instruments, right or remedy held by or available to the Pledgee or the Secured Creditors Mortgagees or any of them or any right or remedy of the Pledgee or the Secured Creditors Mortgagees or any of them thereunder;; and
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall 3.1.3 not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of them;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagees or any of them dealing with, exchanging, varying or failing to perfect or enforce any failure by of the Corporation same, or such giving time for payment or performance or indulgence or compounding with any other party to perform any such obligation or purported obligationperson liable.
Appears in 1 contract
Sources: Third Supplemental Agreement (Aegean Marine Petroleum Network Inc.)
Continuing Security. It is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee Security Agent hereunder:
9.1.1 shall be held by the Pledgee Security Agent as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Finance Documents, express or implied;
9.1.2 shall be in addition to and shall not prejudice or affect and may be enforced by the Pledgee Security Agent without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them Security Agent or any right or remedy of the Pledgee or the Secured Creditors or any of them Security Agent thereunder;
9.1.3 may be enforced by the Pledgee Security Agent without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them Security Agent to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or any of them Security Agent in respect of the Outstanding Indebtedness or any part thereof and the Pledgee Security Agent but any such intermediate payment or satisfaction shall be taken into account for the Secured Creditors or any determination of themthe balance of the Outstanding Indebtedness;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any of them Security Agent to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Finance Documents or any other document, by the taking, variation, compromise, renewal or release of, of or refusal or neglect to or perfect or enforce, enforce any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee Security Agent or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the PledgeeSecurity Agent, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Finance Documents or otherwise; otherwise and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee Security Agent fully indemnified against any loss suffered by the Pledgee Security Agent as a result of any failure by the Corporation or such other party to perform any such obligation or purported obligation.
Appears in 1 contract
Sources: On Delivery Buyer Credit Facility Agreement (DryShips Inc.)
Continuing Security. It is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee Chargee hereunder:
9.1.1 shall be held by the Pledgee Chargee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Loan Agreement, the Corporate Guarantee and the other Security Documents, express or implied;
9.1.2 shall be in addition to and shall not prejudice or affect and may be enforced by the Pledgee Chargee without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee Chargee or the Secured Creditors or any of them or any right or remedy of the Pledgee Chargee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee Chargee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee Chargee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation Company or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the CorporationCompany, the Shareholder or any other person who may be liable to the Pledgee Chargee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee Chargee or the Secured Creditors or any of them;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee Chargee or the Secured Creditors or any of them to the Corporation Company or any other person, by any amendment or supplement to the Corporate Guarantee, the Loan Agreement, any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation Company or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the CorporationCompany, the Pledgee Chargee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation Company or any other person, whether or not known to the PledgeeChargee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation Company or any other person under the Corporate Guarantee, the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation Company or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee Chargee fully indemnified against any loss suffered by the Pledgee Chargee as a result of any failure by the Corporation Company or such other party to perform any such obligation or purported obligation.
Appears in 1 contract
Sources: Second Supplemental Agreement (Seanergy Maritime Holdings Corp.)
Continuing Security. It is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee Bank hereunder:
9.1.1 shall be held by the Pledgee Bank as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Finance Documents, express or impliedimplied until all liabilities of the Shareholders and the Borrowers under the Finance Documents and the Outstanding Indebtedness has been irrevocably and unconditionally paid or discharged in full, regardless of any intermediate payment or discharge in whole or in part;
9.1.2 shall be in addition to and shall not prejudice or affect and may be enforced by the Pledgee Bank without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them Bank or any right or remedy of the Pledgee or the Secured Creditors or any of them Bank thereunder;
9.1.3 may be enforced by the Pledgee Bank without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them Bank to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or any of them Bank in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of themBank;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any of them Bank to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Finance Documents or any other document, by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee Bank or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the PledgeeBank, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Finance Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee Bank fully indemnified against any loss suffered by the Pledgee Bank as a result of any failure by the Corporation or such other party to perform any such obligation or purported obligation.
Appears in 1 contract
Sources: On Delivery Facility Agreement (Paragon Shipping Inc.)
Continuing Security. It is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunder:
9.1.1 (a) This Agreement shall be held by the Pledgee as a continuing security for and shall remain in force, notwithstanding the payment liquidation, bankruptcy or other incapacity of the Outstanding Indebtedness and the performance and observance of and compliance with all Security Provider, any intermediate satisfaction of the covenantswhole or any part of the Secured Liabilities, terms and conditions contained or any change in the constitution of or amalgamation or reconstruction of the Security DocumentsProvider until such time as the Secured Liabilities shall have been irrevocably and unconditionally discharged in full.
(b) The obligations of the Security Provider under this Agreement shall, express or implied;
9.1.2 shall be to the extent permitted by applicable law, remain in addition to full force and shall not prejudice be discharged, impaired or affect and may be enforced by otherwise affected by:
(i) any winding-up, dissolution, judicial management, administration or reorganization, liquidation, bankruptcy or any change in the Pledgee without prior recourse to, the security created by any constitution or amalgamation or reconstruction of or other incapacity of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee Issuer or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation Security Provider or any other person;
9.1.4 shall not be satisfied by (ii) any intermediate payment of the Secured Liabilities or satisfaction any of the obligations of any other person under any security relating to the Secured Liabilities being or becoming illegal, invalid, unenforceable or ineffective in any respect;
(iii) any Debentureholder having obtained from any person additional security, guarantee and/or indemnity for all or any part of the Outstanding Indebtedness Secured Liabilities;
(iv) any time or by any settlement of accounts between other indulgence being granted or agreed to be granted to the Corporation, Issuer or the Shareholder Security Provider or any other person who may be liable to company, corporation, partnership or other person;
(v) any amendment, variation, waiver or release of any of the Pledgee Secured Liabilities;
(vi) any statute of limitation or the extinction of any or all Secured Creditors Liabilities by whatsoever reason including but not limited to novation (other than by full performance and discharge of the Secured Liabilities);
(vii) any failure to take or failure to realise or to realise in full the value of, or any release, discharge, exchange or substitution of them any such collateral, any security taken in respect of the Outstanding Indebtedness Secured Liabilities or any part thereof and the Pledgee or the Secured Creditors or obligation of any person in respect of themthat security;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any of them to the Corporation or (viii) any other personact, by any amendment event or supplement to the Loan Agreement, any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted omission which but for this provision paragraph (b) might operate to exonerate the Shareholder; and
9.1.6 shall not in discharge, impair or otherwise affect any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation Issuer or any other person under the Loan Security Provider in this Agreement or any of the other rights, powers or remedies conferred upon the Debentureholders' Representative pursuant to this Agreement or by law;
(ix) any failure of or irregularity, defect or informality in any transaction between the Issuer or the Security Documents Provider and the Debentureholders' Representative and/or any Debentureholder (as the case may be);
(x) any legal limitation, disability or otherwise; and so that in the event that incapacity or lack of any obligation or purported obligation borrowing power of the Corporation Issuer or the Security Provider; or
(xi) any lack of authority of any person appearing to be acting for the Issuer or the Security Provider in any dealings or transaction with the Debentureholders' Representative.
(c) Without releasing, discharging, prejudicing or in any way affecting the Secured Liabilities and the obligations of the Security Provider under this Agreement, the Debentureholders' Representative (for and on behalf of the Debentureholders) shall have the right, from time to time without any notice to the Security Provider, to perform any, several or all of the following to which the Security Provider hereby expressly consents and agrees:
(i) at any time or other indulgence, to grant to, and/or to compromise and/or make any agreement or arrangement with the Issuer or the Security Provider and/or the other person whomsoever;
(ii) to release or discharge the other person who is or may become liable to the Debentureholders in respect of any Secured Liabilities and obligations of the Issuer or the Security Provider under this Agreement or any other person whichpart thereof, if enforceable and including, but not limited to, releasing or valid or continuingdischarging, would be secured by this Deed is or becomes wholly or partially, and/or varying, renewing or giving up any judgment, security interest in part unenforceable whatever kind or invalid other right which the Debentureholders' Representative (acting for and on behalf of the Debentureholders) may now or terminated hereafter hold as security for the Secured Liabilities; or
(iii) to increase, extend or vary any reason whatsoevercredit or facility granted or to be granted to any person, or the Shareholder will keep terms and conditions under this Agreement and any account or other agreement constituting the Pledgee fully indemnified against any loss suffered by the Pledgee as a result of any failure by the Corporation or such other party to perform any such obligation or purported obligationSecured Liabilities.
Appears in 1 contract
Sources: Security Agreement
Continuing Security. It is agreed that the The security created by the Mortgage and this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 4.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied;
9.1.2 shall be in addition to implied and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, Borrowers or the Shareholder Owner or any other person who may be liable to the Pledgee Mortgagee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee Mortgagee);
4.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Security Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Mortgagee or the Secured Creditors or any right or remedy of them;the Mortgagee or the Secured Creditors thereunder; and
9.1.5 shall 4.1.3 not be in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 1 contract
Continuing Security. It is agreed that the security created by this Deed This Assignment and the obligations and liabilities of the Shareholder Assignor under this Assignment shall be absolute and rightsunconditional, remedies and powers of shall remain in full force and effect until the Pledgee hereunderTermination Date and, in particular:
9.1.1 shall be held by the Pledgee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied;
9.1.2 shall be in addition to and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, (a) the security interest created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 Clause 3.1(a) shall not be satisfied by any intermediate payment or satisfaction of any part the Secured Obligations;
(b) the security interest created by Clause 3.1(a), and the rights of the Outstanding Indebtedness Collateral Agent under this Assignment, are only capable of being extinguished, limited or otherwise adversely affected by any settlement of accounts between the Corporation, the Shareholder an express and specific term in a document signed by or any other person who may be liable to the Pledgee or the Secured Creditors or any of them in respect on behalf of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of themCollateral Agent;
9.1.5 (c) no failure or delay by or on behalf of the Collateral Agent to enforce or exercise any right created by Clause 3.1(a) or a right of the Collateral Agent under this Assignment, and no act, course of conduct, acquiescence or failure to act (or to prevent the Assignor from taking certain action) which is inconsistent with such a security interest or such a right shall preclude or estop the Collateral Agent (either permanently or temporarily) from enforcing or exercising it;
(d) this Assignment shall be additional to, and shall not in any way impair or be prejudiced impaired by:
(i) any other security interest whether in relation to property of the Assignor or affected by that of a third party; or
(ii) any time, indulgence or relief being given by other right of recourse as against the Pledgee or the Secured Creditors Assignor or any of them to third party, which the Corporation Collateral Agent or any other person, by any amendment Secured Creditor now or supplement to the Loan Agreement, subsequently has in respect of any of the other Security Documents Secured Obligations; and
(e) this Assignment shall continue to be effective or be reinstated, as the case may be, if at any other document, time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by the taking, variation, compromise, renewal any Secured Creditor or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or by any other person or by anything done entity upon the insolvency, bankruptcy or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction reorganization of the Corporation, the Pledgee Assignor or any other person Security Party or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation otherwise or any other personsimilar proceedings in any relevant jurisdiction, whether or all as though such payment had not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result of any failure by the Corporation or such other party to perform any such obligation or purported obligationbeen made.
Appears in 1 contract
Continuing Security. It is agreed that the The security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunderMortgage shall:
9.1.1 shall 4.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security DocumentsCorporate Guarantee, the Loan Agreement or this Mortgage, express or implied;
9.1.2 shall be in addition to , and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee or Mortgagee and/or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or Mortgagee and/or the Secured Creditors or any of them);
9.1.5 4.1.2 be in addition to, and shall not in any way prejudice or affect, and may be prejudiced or affected enforced by the Mortgagee without prior recourse to, the security created by any timeof the other Security Documents or by any present or future Collateral Instruments, indulgence right or relief being given remedy held by or available to the Pledgee or Mortgagee and/or the Secured Creditors or any of them to the Corporation or any other person, right or remedy of the Mortgagee and/or the Secured Creditors or any of them thereunder; and
4.1.3 not be in any way prejudiced or affected by any amendment or supplement to the Loan Agreement, existence of any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee and/or the Secured Creditors or any of them dealing with, exchanging, varying or failing to perfect or enforce any failure by of the Corporation same, or such giving time for payment or performance or indulgence or compounding with any other party to perform any such obligation or purported obligationperson liable.
Appears in 1 contract
Continuing Security. It is agreed that the The security created by the Mortgage and this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunderCharterer shall:
9.1.1 shall 6.1.1 be held by the Pledgee Security Agent as a continuing security for the payment of the Outstanding Indebtedness Indebtedness, and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Finance Documents, express or implied;
9.1.2 shall be in addition to , and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, that the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee or the Secured Creditors or Security Agent and/or any of them the Finance Parties in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or Security Agent and/or any of themthe Finance Parties) and shall remain in full force and effect until the Outstanding Indebtedness has been discharged in full (which expression shall not embrace payment or a dividend in liquidation or bankruptcy of less than one hundred per cent (100%));
9.1.5 6.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Security Agent without prior recourse to, the security created by any other of the Finance Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Security Agent or any Finance Party or any right or remedy of the Security Agent or any Finance Party thereunder;
6.1.3 not be in any way prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Finance Documents or any other documentsuch Collateral Instrument, rights or remedies or by the takingsame becoming wholly or in part void, variationvoidable or unenforceable on any ground whatsoever or by the Security Agent or any Finance Party dealing with, compromiseexchanging, renewal varying or release of, or refusal or neglect failing to perfect or enforceenforce any of the same, any right, remedy or security against the Corporation giving time for payment or performance or indulgence or compounding with any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholderliable; and
9.1.6 shall 6.1.4 not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the CorporationOwner, the Pledgee Security Agent or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation Owner or any other person, whether or not known to the PledgeeSecurity Agent or any other Finance Party, by any invalidity in or irregularity or unenforceability of the obligations of the Corporation Owner or any other person under the Loan Agreement or any of the other Security Finance Documents or otherwise; otherwise and so that in the event that any obligation or purported obligation of the Corporation Owner or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder Charterer will keep the Pledgee Security Agent fully indemnified against any loss suffered by the Pledgee Security Agent or any other Finance Party as a result of any failure by the Corporation Owner or such other party to perform any such obligation or purported obligation.
Appears in 1 contract
Continuing Security. It is agreed that the The security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 3.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied;
9.1.2 shall be in addition to , and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, that the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, Owner or the Shareholder other Borrowers or either of them or any other person who may be liable to the Pledgee or Mortgagee and/or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or Mortgagee and/or the Secured Creditors or any of them);
9.1.5 3.1.2 be in addition to, and shall not in any way prejudice or affect, and may be prejudiced or affected enforced by the Mortgagee without prior recourse to, the security created by any timeof the other Security Documents or by any present or future Collateral Instruments, indulgence right or relief being given remedy held by or available to the Pledgee or Mortgagee and/or the Secured Creditors or any of them to the Corporation or any other person, right or remedy of the Mortgagee and/or the Secured Creditors or any of them thereunder; and
3.1.3 not be in any way prejudiced or affected by any amendment or supplement to the Loan Agreement, existence of any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee and/or the Secured Creditors or any of them dealing with, exchanging, varying or failing to perfect or enforce any failure by of the Corporation same, or such giving time for payment or performance or indulgence or compounding with any other party to perform any such obligation or purported obligationperson liable.
Appears in 1 contract
Continuing Security. It is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee Security Trustee hereunder:
9.1.1 shall be held by the Pledgee Security Trustee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied;
9.1.2 shall be in addition to and shall not prejudice or affect and may be enforced by the Pledgee Security Trustee, without prior recourse to, to the security created by any other of the Security Documents or by any present or future Collateral Instruments Instruments, right or remedy held by or available to the Pledgee or the Secured Creditors Banks or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunderthem;
9.1.3 may be enforced by the Pledgee Security Trustee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors Banks or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors Banks or any of them in respect of the Outstanding Indebtedness or any part thereof thereof, and the Pledgee or the Secured Creditors or any of themSecurity Trustee;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors Banks or any of them to the Corporation or any other person, by any amendment or supplement to the Loan Facility Agreement, any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of, of or refusal or neglect to or perfect or enforce, enforce any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee Security Trustee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the PledgeeSecurity Trustee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Facility Agreement or any of the other Security Documents or otherwise; and so that otherwise and, in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will shall keep the Pledgee Security Trustee fully indemnified against any loss suffered by the Pledgee Security Trustee as a result of any failure by the Corporation or such other party to perform any such obligation or purported obligation.
Appears in 1 contract
Continuing Security. It is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee Security Trustee hereunder:
9.1.1 shall be held by the Pledgee Security Trustee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Documents, express or implied;
9.1.2 shall be in addition to and shall not prejudice or affect and may be enforced by the Pledgee Security Trustee, without prior recourse to, to the security created by any other of the Security Documents or by any present or future Collateral Instruments Encumbrance, security, guarantee, power, rights or remedies, right or remedy held by or available to the Pledgee or the Secured Creditors Banks or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunderthem;
9.1.3 may be enforced by the Pledgee Security Trustee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors Banks or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors Banks or any of them in respect of the Outstanding Indebtedness or any part thereof thereof, and the Pledgee or the Secured Creditors or any of themSecurity Trustee;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors Banks or any of them to the Corporation or any other person, by any amendment or supplement to the Loan Facility Agreement, any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of, of or refusal or neglect to or perfect or enforce, enforce any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee Security Trustee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the PledgeeSecurity Trustee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Facility Agreement or any of the other Security Documents or otherwise; and so that otherwise and, in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will shall keep the Pledgee Security Trustee fully indemnified against any loss suffered by the Pledgee Security Trustee as a result of any failure by the Corporation or such other party to perform any such obligation or purported obligation.
Appears in 1 contract
Sources: Pledge Agreement (EuroDry Ltd.)
Continuing Security. It is agreed that the The security created by the Mortgage and this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 5.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance by the Owner with all of the covenants, terms and conditions contained in the Security DocumentsDocuments to which the Owner is or is to be a party, express or impliedimplied and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Mortgagee in respect of the Outstanding Indebtedness or any part thereof and the Mortgagee) ;
9.1.2 shall 5.1.2 be in addition to to, and shall not in any way prejudice or affect affect, and may be enforced by the Pledgee Mortgagee without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments Instruments, right or remedy held by or available to the Pledgee or the Secured Creditors or any of them Mortgagee or any right or remedy of the Pledgee or the Secured Creditors or any of them Mortgagee thereunder;; and
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall 5.1.3 not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of them;
9.1.5 shall not in any way be prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 1 contract
Sources: Loan Agreement (Safe Bulkers, Inc.)
Continuing Security. It is agreed that the The security created by the Mortgage and this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunderCharterer shall:
9.1.1 shall 6.1.1 be held by the Pledgee Security Agent as a continuing security for the payment of the Outstanding Indebtedness Indebtedness, and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Finance Documents, express or implied;
9.1.2 shall be in addition to , and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, that the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee or the Secured Creditors or Security Agent and/or any of them the Finance Parties in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or Security Agent and/or any of themthe Finance Parties) and shall remain in full force and effect until the Outstanding Indebtedness has been discharged in full (which expression shall not embrace payment or a dividend in liquidation or bankruptcy of less than one hundred per cent (100%));
9.1.5 6.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Security Agent without prior recourse to, the security created by any other of the Finance Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Security Agent or any Finance Party or any right or remedy of the Security Agent or any Finance Party thereunder;
6.1.3 not be in any way prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Finance Documents or any other documentsuch Collateral Instrument, rights or remedies or by the takingsame becoming wholly or in part void, variationvoidable or unenforceable on any ground whatsoever or by the Security Agent or any Finance Party dealing with, compromiseexchanging, renewal varying or release of, or refusal or neglect failing to perfect or enforceenforce any of the same, any right, remedy or security against the Corporation giving time for payment or performance or indulgence or compounding with any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholderliable; and
9.1.6 shall 6.1.4 not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the CorporationOwner, the Pledgee Security Agent or any other person or by any legal limitation, . disability, incapacity or other circumstances relating to the Corporation Owner or any other person, whether or not known to the PledgeeSecurity Agent or any other Finance Party, by any invalidity in or irregularity or unenforceability of the obligations of the Corporation Owner or any other person under the Loan Agreement or any of the other Security Finance Documents or otherwise; otherwise and so that in the event that any obligation or purported obligation of the Corporation Owner or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder Charterer will keep the Pledgee Security Agent fully indemnified against any loss suffered by the Pledgee Security Agent or any other Finance Party as a result of any failure by the Corporation Owner or such other party to perform any such obligation or purported obligation.
Appears in 1 contract
Continuing Security. It is agreed that the The security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereundershall:
9.1.1 shall 3.1.1 be held by the Pledgee Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Security Finance Documents, express or implied;
9.1.2 shall be in addition to implied and shall not prejudice or affect and may be enforced by the Pledgee without prior recourse to, the security so created by any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee or the Secured Creditors or any of them thereunder;
9.1.3 may be enforced by the Pledgee without prior recourse to any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness amount hereby and thereby secured (or by any settlement of accounts between the Corporation, the Shareholder Owner or any other person who may be liable to the Pledgee Mortgagee or the Secured Creditors Finance Parties or any of them in respect of the Outstanding Indebtedness or any part thereof and the Pledgee or the Secured Creditors or any of themMortgagee);
9.1.5 3.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Finance Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Mortgagee or the Finance Parties or any right or remedy of the Mortgagee or the Finance Parties thereunder; and
3.1.3 not be in any way prejudiced or affected by any time, indulgence or relief being given by the Pledgee or the Secured Creditors or any existence of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Finance Documents or any other documentsuch Collateral Instrument, rights or remedies or by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any failure by the Corporation or such other party to perform any such obligation or purported obligationperson liable.
Appears in 1 contract
Sources: On Delivery Buyer Credit Facility Agreement (DryShips Inc.)
Continuing Security. It is agreed that the security 9.1 The pledge created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Pledgee hereunder:
9.1.1 hereunder shall be held by the Pledgee as a continuing security for and will extend to the payment ultimate balance of the Outstanding Indebtedness and Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.
9.2 If any discharge or arrangement is made in whole or in part on the performance and observance faith of and compliance with all any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, judicial management or otherwise without limitation, the liability of the covenants, terms and conditions contained in Pledgor hereunder will continue or be reinstated as if the Security Documents, express discharge or implied;arrangement had not occurred.
9.1.2 shall be in addition to and shall not prejudice or affect and may be enforced by 9.3 Neither the Pledgee without prior recourse to, the security pledge created by hereunder nor any other of the Security Documents or by any present or future Collateral Instruments right or remedy held by or available to the Pledgee or the Secured Creditors or any of them or any right or remedy of the Pledgee in respect thereof shall be prejudiced by:
(a) the granting of any time or indulgence to the Secured Creditors Pledgor or any of them thereunderother person;
9.1.3 may be enforced (b) any variation or modification of the Loan Agreement or any other documents referred to therein;
(c) any incapacity, lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(d) any insolvency or similar proceedings;
(e) any unenforceability, illegality, invalidity or non-provability of any obligation of any person under the Loan Agreement or any other document or security to the extent permitted under the applicable laws;
(f) any release of any person under the terms of any composition or arrangement; or
(g) any other act, matter or thing whatsoever which, but for this Clause, might impair or discharge the rights of the Pledgee under this Agreement.
9.4 To the extent as permitted by the Pledgee without prior recourse to applicable laws, the Pledgor waives any such security or guarantee as is referred to in clause 9.1.2 and the Shareholder waives all rights right it may have of first requiring the Pledgee or the Secured Creditors or any of them to enforce any such security or guarantee or to proceed against or enforce any other rights or security or claim payment from the Corporation or any other person;
9.1.4 shall not be satisfied by any intermediate payment or satisfaction of any part of the Outstanding Indebtedness or by any settlement of accounts between the Corporation, the Shareholder or any other person who may be liable to the Pledgee or the Secured Creditors or before exercising any of them in respect of the Outstanding Indebtedness or any part thereof its rights under this Agreement.
9.5 This Agreement and the Pledgee or the Secured Creditors or any of them;
9.1.5 shall pledge created hereunder is in addition to and not in any way be prejudiced or affected by any time, indulgence other security now or relief being given subsequently held by the Pledgee or the Secured Creditors or any of them to the Corporation or any other person, by any amendment or supplement to the Loan Agreement, any of the other Security Documents or any other document, by the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against the Corporation or any other person or by anything done or omitted which but for this provision might operate to exonerate the Shareholder; and
9.1.6 shall not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Corporation, the Pledgee or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Corporation or any other person, whether or not known to the Pledgee, by any invalidity or irregularity or unenforceability of the obligations of the Corporation or any other person under the Loan Agreement or any of the other Security Documents or otherwise; and so that in the event that any obligation or purported obligation of the Corporation or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Shareholder will keep the Pledgee fully indemnified against any loss suffered by the Pledgee as a result of any failure by the Corporation or such other party to perform any such obligation or purported obligation.
Appears in 1 contract