Indebtedness Absolute Sample Clauses
Indebtedness Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:
(a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Pledgor;
(b) any lack of validity or enforceability of the Second Lien Term Loan Agreement, any Swap Agreement or any other Loan Document, or any other agreement or instrument relating thereto;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Indebtedness, or any other amendment or waiver of or any consent to any departure from the Second Lien Term Loan Agreement, any Swap Agreement or any other Loan Document or any other agreement or instrument relating thereto;
(d) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Indebtedness;
(e) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Second Lien Term Loan Agreement, any Swap Agreement or any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or
(f) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor.
Indebtedness Absolute. 1 SIGNATURES.................................................................S-1 EXHIBIT 1 Form of Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee's Letter SECOND AMENDED AND RESTATED SECURITY AGREEMENT SECOND AMENDED AND RESTATED SECURITY AGREEMENT dated as of December 22, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "Agreement") made by QUEST CHEROKEE, LLC ("Quest Cherokee"), a Delaware limited liability company and QUEST RESOURCE CORPORATION ("QRC"), a Nevada corporation (Quest Cherokee and together with QRC, the "Borrowers") and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the "Original Guarantors") OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional Guarantors," and together with the Original Guarantors, the "Guarantors"), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of GUGGENHEIM CORPORATE FUNDING, LLC, in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), and as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Administrative Agent") for the benefit of the Secured Parties (as defined below).
Indebtedness Absolute. The obligation of Borrower to repay the Indebtedness is absolute and unconditional, and there exists no right of setoff or recoupment, counterclaim or defense of any nature whatsoever to payment of the Indebtedness.
Indebtedness Absolute. None of the following shall affect the Obligations of Borrower to Lender under this Agreement, or Lender’s rights with respect to the Collateral:
(a) acceptance or retention by Lender of other property or any interest in property as security for the Obligations;
(b) release by Lender of all or any part of the Collateral or of any party liable with respect to the Obligations;
(c) release, extension, renewal, modification, or substitution by Lender of the Note, or any note evidencing any of the Obligations, or the compromise of the liability of any Obligor for the Obligations; or
(d) failure of Lender to resort to any other security or to pursue any Obligor for any of the Obligations before resorting to remedies against the Collateral.