Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective of: (a) Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; or (b) The failure of the Collateral Agent or any holder of a Note: (i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or (ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or (c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or (d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or (e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or (f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or (g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defenses.
Appears in 3 contracts
Sources: Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics)
Security Interest Absolute. The obligations of the Grantor under this Agreement are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against the Grantor to enforce this Agreement, irrespective of whether any action is brought against the Company or whether the Company is joined in any such action or actions. All rights of the Collateral Agent Trustee and the pledge, assignment and security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable lawshall be irrevocable, are absolute and unconditional, irrespective of, and the Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Notes, any Security Document or any other Indenture Document; oragreement or instrument relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than obligations under the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure fromIndenture, the Notes or any Security Document, or any other Indenture amendment or waiver of or any consent to any departure from the Indenture, the Notes or any Security Document; or, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Company, any of its Subsidiaries or otherwise;
(fc) Any additionany taking, exchange, release, surrender release or nonperfection non-perfection of any collateral (including the Collateral)other collateral, or any taking, release or amendment to or waiver or release of or addition to or consent to departure from any guaranty, for all or any of the Indenture Secured Obligations; or;
(gd) Any any manner of application of Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other circumstances which disposition of any Collateral for all or any of the Secured Obligations or any other obligations of the Company under or in respect of the Indenture, the Notes, and the Security Documents or any other assets of the Company or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate, partnership or other structure or existence of the Company or any of its Subsidiaries; and
(f) any other circumstance (including without limitation any statute of limitations) that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthe Grantor or a third party grantor of a security interest other than the payment in full of the Secured Obligations.
Appears in 3 contracts
Sources: Security Agreement (East Coast Power LLC), Security Agreement (East Coast Power LLC), Security Agreement (East Coast Power LLC)
Security Interest Absolute. All rights of Administrative Agent and the Collateral Agent Lenders and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following:
(a) Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or
(b) The failure of the Collateral Administrative Agent or any Lender or any holder of a any Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) To exercise any right or remedy against any other Grantor of, or any collateral securing securing, any obligations of Grantors any Borrower or any other Grantor owing to the Secured Partiesany Lender; or
(c) Any or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any Secured Obligation; or
(c) Any other extension, increase, refinancing, restructuring, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or terms of any other Indenture Loan Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsSecured Obligation; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorGrantor or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Grantor hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation.
Appears in 2 contracts
Sources: Security Agreement (Altitude International Holdings, Inc.), Security Agreement (Blackboxstocks Inc.)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be joint and several and shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Credit Agreement or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against any Obligor or any other Person under the provisions of the Notes or Credit Agreement, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationObligor, any and all suretyship defensessurety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Titan Corp), Credit Agreement (Titan Corp)
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted to the Collateral Agent Pledgee hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orDocument or any instrument or document relating thereto;
(b) The the failure of the Collateral Agent or any holder of a NotePledgee:
(i) To to assert any claim or demand or to enforce any right or remedy against the Pledgor or any other Person under the provisions of the Notes or any other Indenture Document or otherwise, ; or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture of the Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture of the Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orof the Secured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Notes or any other Indenture Document; orDocument or any instrument or document relating thereto;
(f) Any any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense (other than the defense of payment in full of the Secured Obligations) available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Pledgor, any and all suretyship defensessurety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Goldman Sachs Group Inc), Pledge Agreement (Goldman Sachs Group Inc)
Security Interest Absolute. A. The obligations of Debtor under this Agreement are independent of the Obligations of Debtor under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against Debtor to enforce this Agreement, irrespective of whether any action is brought against Debtor or whether Debtor is joined in any such action. All rights of the Collateral Agent Secured Party and the pledge, assignment and security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors Debtor hereunder, shall be irrevocable, absolute and unconditional irrespective of, and Debtor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, are absolute and unconditional, irrespective ofany or all of the following:
(ai) Any lack of validity or enforceability of the Indenture, the Notes any Loan Document or any other Indenture Document; or
(b) The failure of the Collateral Agent agreement or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, orinstrument relating thereto;
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations under or in respect of the Loan Documents or any other extension, compromise amendment or renewal waiver of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to any departure fromfrom any Loan Document, including, without limitation, any increase in the Notes Obligations resulting from the extension of additional credit to Debtor or otherwise;
(iii) Any taking, exchange, release or non-perfection of any Collateral or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral)collateral, or any taking, release or amendment to or waiver or release of or addition to or consent to departure from any guaranty, for all or any of the Indenture Obligations;
(iv) Any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Obligations so long as such application is permitted by this Agreement, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Obligations under or in respect of the Loan Documents or any other assets of Debtor so long as such sale or other disposition is permitted by applicable law;
(v) Any change, restructuring or termination of the organizational structure or existence of Debtor;
(vi) Any failure of Secured Party to disclose to Debtor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of Debtor now or hereafter known to Secured Party (Debtor waiving any duty on the part of Secured Party to disclose such information); or
(gvii) Any failure of any other circumstances which might Person to execute this Agreement or any other Loan Document, guaranty or agreement or the release or reduction of liability of Debtor with respect to the Obligations.
B. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise constitute a defense available tobe returned by Secured Party or by any other Person upon the insolvency, bankruptcy or a legal reorganization of Debtor or equitable discharge ofotherwise, any Grantor, including, without limitation, any and all suretyship defensesas though such payment had not been made.
Appears in 2 contracts
Sources: Security and Guaranty Agreement (Crossroads Systems Inc), Security and Guaranty Agreement (Crossroads Systems Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note, any Rate Protection Agreement with a Lender or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:;
(i) To to assert any claim or demand or to enforce any right or remedy against the Grantor, any Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any Rate Protection Agreement with a Lender, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge repayment in full of the Indenture Obligations in fullSecured Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note, any Rate Protection Agreement with a Lender or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender surrender, impairment or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any the Grantor, including, without limitation, any and all suretyship defensesother Obligor or otherwise.
Appears in 2 contracts
Sources: Security Agreement (Key Components LLC), Security Agreement (Key Components Finance Corp)
Security Interest Absolute. All rights of the Collateral Agent Designated Purchaser and the Secured Parties and the security interests granted to the Collateral Agent Secured Parties hereunder, and all obligations of Grantors Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective ofof any of the following conditions, occurrences or events:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Transaction Document; or;
(b) The the failure of the Collateral Agent Designated Purchaser or any holder of a Note:
(i) To Secured Party to assert any claim or demand or to enforce any right or remedy against Grantor or any other Person under the provisions of the Notes or any other Indenture Transaction Document or otherwise, or
(ii) To otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to Grantor or any other obligor or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Transaction Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesGrantor or otherwise.
Appears in 2 contracts
Sources: Note Purchase Agreement (Diomed Holdings Inc), Secured Loan Agreement (Diomed Holdings Inc)
Security Interest Absolute. All rights and security interests of the Collateral Agent and Agent, for the security interests benefit of the Secured Parties, granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of, and shall not be impaired or affected by:
(a) Any any lack of validity or enforceability of the IndentureAgreement, the Notes this Security Agreement or any other Indenture Loan Document; or;
(b) The any change in the corporate existence, structure or ownership of the Borrower, or any bankruptcy or insolvency proceeding affecting the Borrower or any property of the Borrower or any resulting release or discharge of any Obligation contained in the Agreement, this Security Agreement or any other Loan Document;
(c) the failure of the Collateral Agent or any holder of a NoteSecured Parties:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under the provisions of the Notes Agreement, this Security Agreement or any other Indenture Loan Document or otherwiseunder any applicable law, or
(ii) To to exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orCollateral;
(cd) Any any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Indenture Obligations Obligations, or any other extensionamendment, compromise modification, or renewal of waiver of, or any Indenture Obligations; orconsent to or any departure from, the Agreement, this Security Agreement, any other Loan Document or any other Instrument relating to any thereof;
(de) Any any increase, reduction, limitation, impairment or termination of any Indenture the Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors hereby waive any right to or claim of any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability unenforceability, or lack of genuineness of, or any other event or occurrence affecting, any Indenture Obligationsof the Obligations (and the Borrower hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or;
(f) Any additionany sale, exchange, release, surrender or nonperfection non-perfection of any collateral (including of the Collateral)Collateral or any other collateral, or any release or amendment or waiver of, or any consent to or waiver any departure from, any guaranty held by the Secured Parties securing or release of guaranteeing all or addition to or consent to departure from any guaranty, for any of the Indenture Obligations;
(g) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower against the Secured Parties; or
(gh) Any any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthe Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Delta Beverage Group Inc), Security Agreement (Delta Beverage Group Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Credit Party or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; orBorrower,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Borrower,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Borrower for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations of the Borrower or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Credit Party any surety or any guarantor.
Appears in 2 contracts
Sources: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
of (a) Any any lack of validity or enforceability of the IndentureCredit Agreements, the Notes any Note or any other Indenture Loan Document; or
, (b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
, (i) To to assert any claim or demand or to enforce any right or remedy against Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreements, any Note, any other Indenture Loan Document or otherwise, or
or (ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; or
Borrower or any other Obligor, (c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
Obligation of Borrower or any other Obligor, (d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of Borrower or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
Obligations of Borrower, any other Obligor or otherwise, (e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreements, any Note or any other Indenture Loan Document; or
, (f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
, or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Credit Facility Agreement (Pioneer Natural Resources Co), Credit Facility Agreement (Pioneer Natural Resources Co)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Pledgor hereunder, shall, to the fullest extent permitted by applicable law, are be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note, any Rate Protection Agreement with a Lender or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Pledgor, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any Rate Protection Agreement with a Lender, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligation of Grantors owing to the Secured Parties; orPledgor or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Pledgor or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation of the Pledgor or any other Obligor for any reason (other than the satisfaction and discharge repayment in full of the Indenture Obligations in fullall Secured Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation of the Pledgor, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note, any Rate Protection Agreement or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Pledgor, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Key Components LLC), Pledge Agreement (Key Components LLC)
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent Lender or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Secured Obligations); or;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Security Agreement (Trace International Holdings Inc), Security Agreement (Trace International Holdings Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors the Authority hereunder, to the extent permitted by applicable law, are absolute and unconditional, shall be unconditional irrespective of:
(a) Any any lack of validity or enforceability of the Indenturethis Agreement, the Notes ▇▇▇▇, or any other Indenture Sale Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To the Trust to assert any claim or demand or to enforce any right or remedy against the Authority, any affiliate of the Authority or any other Person under the provisions of this Agreement, the Notes or ▇▇▇▇, any other Indenture Sale Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations amounts payable under the Sale Documents (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Indenture Obligations; orconsent to any departure from this Agreement or any Sale Document;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Sale Documents for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, but including any claim of waiver, release, surrender, alteration or compromise (compromise, and shall not be subject to, and the Grantors Authority hereby waive waives any right to or claim of of, any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSale Document or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of this Agreement, the ▇▇▇▇ or any other Indenture Sale Document; or;
(f) Any addition, any exchange, releasesurrender, surrender release or nonperfection non-perfection of any collateral (including the Collateral)Account collateral, or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guarantyother security interest held by Collateral Agent under the Deposit and Disbursement Agreement or the ▇▇▇▇;
(g) any bankruptcy or insolvency of the Trust, the Authority or any other Person;
(h) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in the collateral, even though such foreclosure, sale or election of remedies may impair the subrogation rights of the Authority or may preclude the Authority from obtaining reimbursement, contribution, indemnification or other recovery and even though the Authority may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any of the Indenture Obligationsdeficiency; or
(gi) Any any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Authority or any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor (other than the defense of payment).
Appears in 2 contracts
Sources: Authority PSL Account Agreement, Authority PSL Account Agreement
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to the Collateral Agent Lender hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following:
(a) a. Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or
(b) b. The failure of the Collateral Agent Lender or any holder of a any Note:
(i) 1. To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) 2. To exercise any right or remedy against any other Obligor of, or any collateral securing securing, any obligations of Grantors any Borrower owing to the Secured Partiesany Lender; or
(c) c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) e. Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) f. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or terms of any other Indenture Loan Document; or
(f) g. Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsSecured Obligation; or
(g) h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorGrantor or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Grantor hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation.
Appears in 1 contract
Sources: Master Security Agreement, Collateral Assignment and Equity Pledge (Hearx LTD)
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted to the Collateral Agent Pledgee hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of any of the Indenture, the Notes Loan Documents or any other Indenture Document; orinstruments relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Borrower Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event renewal, extension, amendment, modification or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, waiver of or any consent to departure fromfrom any of the Loan Documents;
(c) any act or omission of Pledgee (or other holder of the Loan Documents) of any nature whatsoever;
(d) with respect to Pledgor, the Notes Borrower, or any other Indenture DocumentPerson, (i) any failure to obtain required authorization by all necessary corporate, partnership or other action relating to the incurrence of the Borrower Obligations or the Secured Obligations or to the execution, delivery or performance of any of the Loan Documents, or (ii) any violation of any provision of any of the articles of incorporation, by-laws, partnership agreement or any other document, instrument or agreement occasioned by the incurrence of the Borrower Obligations or the Secured Obligations, by the execution, delivery, or performance of any of the Loan Documents, or by any failure of same to have been duly authorized by all necessary corporate or other action;
(e) any release, amendment, waiver, modification, extension or renewal of or consent to departure from, any guaranty given to secure all or any of the Borrower Obligations or the Secured Obligations (other than a release of the Guaranty), or forbearance of any other action or inaction under or in respect of any of the Loan Documents;
(f) any exchange, release, forbearance or surrender of or any other action or inaction with respect to any collateral (including, without limitation, the Collateral, other than a release of all of the Collateral which would result in a termination of the Guaranty under Section 8(a) thereof) at any time and from time to time now or hereafter securing any or all of the Borrower Obligations or the Secured Obligations or the Loan Documents or the liability of Pledgor, Borrower, or any other Person in respect of all or any of the Loan Documents, or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any loss or destruction of any such collateral, or any matter impairing the value of such collateral as security for all or any of the Borrower Obligations, or the liability of Pledgor, Borrower, or any other Person, in respect of all or any of the Borrower Obligations or Loan Documents;
(g) any guaranty now or hereafter executed by Pledgor or anyone else or any recovery under any such other guaranty;
(h) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any of the terms and provisions of the Loan Documents, or any claim, cause of action, right or remedy which Pledgee may, at any time, have under any of the Loan Documents or with respect to any guaranty or any security which may be held by Pledgee (or other holder of the Loan Documents) with respect to the Loan;
(i) the failure to give Pledgor any notice whatsoever, other than any notice which Pledgee is expressly required to give pursuant to any provision of this Pledge and Security Agreement;
(j) exculpatory provisions in any of the Loan Documents (other than in the Guaranty or in this Pledge and Security Agreement) limiting recourse to property encumbered by the Loan Documents or to any other security or limiting rights to enforce a deficiency judgment against the Borrower;
(k) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of any of the Borrower's interest in any property securing the Loan or the occurrence of any such sale, assignment, conveyance, merger or other voluntary or involuntary transfer which results in Pledgor becoming the Borrower under any of the Loan Documents; provided, however, that any such sale, assignment, conveyance, merger or other transfer shall be subject to the limitations set forth in the Loan Documents;
(l) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interests of Pledgee (or other holder of the Loan Documents) in this Pledge and Security Agreement or any of the other Loan Documents;
(m) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, or the like, of Pledgor, Borrower or any other Person, whether or not Pledgor shall have notice or knowledge of any of the foregoing;
(n) any recovery (other than payment in full of all of the Secured Obligations which would result in a termination of the Guaranty under Section 8(a) thereof) as a result of the exercise by Pledgee (or other holder of the Loan Documents) of any of its rights or remedies under the Loan Documents, including any foreclosure thereof; or
(fo) Any additionany other fact, exchange, release, surrender circumstance or nonperfection matter of any collateral nature whatsoever (including the Collateral), or any amendment to or waiver or release other than payment in full of or addition to or consent to departure from any guaranty, for any all of the Indenture Obligations; or
(gSecured Obligations which would result in a termination of the Guaranty under Section 8(a) Any other circumstances which thereof) that might otherwise constitute a defense available to, or a legal or equitable discharge of, or might otherwise operate to release or affect the obligations of, Pledgor, Borrower, or any Grantorother Person liable to Pledgee (or other holder of the Loan Documents) in respect of any of the Borrower Obligations, including, without limitation, any and all suretyship defensesthe Secured Obligations or the Loan Documents.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations Obligations of the Grantors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureLiquidity Facility, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party,
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Liquidity Facility, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the Notes terms of the Liquidity Facility, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Security Agreement (Evenflo & Spalding Holdings Corp)
Security Interest Absolute. The Grantor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations Secured Obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any a. any illegality or lack of validity or enforceability of the Indenture, the Notes this Agreement or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or b. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the Indebtedness, or any rescission, waiver, amendment or other modification of the Promissory Note, this Agreement or any other agreement, including any increase in the Indebtedness resulting from any extension of additional credit or otherwise;
c. any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations Indebtedness or Collateral;
d. any manner of sale, disposition or application of proceeds of any Collateral or any other extensioncollateral or other assets to all or part of the Secured Obligations;
e. any default, compromise failure or renewal delay, willful or otherwise, in the performance of this this Agreement or the Promissory Note;
f. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Grantor against the Lender; or
g. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the Promissory Note or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Grantor or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Grantor or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Sources: Commercial Security Agreement (Terry Benjamin Scott)
Security Interest Absolute. All rights of the Collateral Agent and the -------------------------- security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each of the Pledgors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of, and shall not be impaired or affected by:
(a) Any any lack of validity or enforceability of the IndentureLoan Agreement, the Notes any other Transaction Document, or any other Indenture Document; orInstrument relating to any thereof or to any of the Lender Obligations;
(b) The any change in the corporate existence, structure or ownership of any of the Pledgors or their Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any such Person or any Property of any such Person or any resulting release or discharge of any Obligation contained in the Loan Agreement or any other Transaction Document;
(c) the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against such Pledgor, any other Pledgor or any other Person under the provisions of the Notes Loan Agreement or any other Indenture Transaction Document or otherwiseany other Instrument relating to any thereof or under any applicable law, or
(ii) To to exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orPledged Collateral;
(cd) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations Obligations, or any other compromise, renewal, extension, compromise acceleration or renewal of release with respect thereto or with respect to the Pledged Collateral, or any Indenture Obligations; orother amendment to, rescission, waiver or other modification of, or any consent to any departure from, the Loan Agreement or any other Transaction Document or any other Instrument relating to any thereof;
(de) Any any increase, reduction, limitation, impairment or termination of any Indenture the Lender Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors hereby waive any right to or claim of any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or or, any other event or occurrence affecting, any Indenture Obligationsof the Lender Obligations (and each of the Pledgors hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or;
(f) Any additionany sale, exchange, release, surrender release or nonperfection non-perfection of any collateral (including the Pledged Collateral), or any release of or amendment to or waiver or release of or addition to or consent to departure from any guaranty, for guaranty or collateral held by the Agent or any other Secured Party securing or guaranteeing all or any of the Indenture Lender Obligations;
(g) any defense, set-off or counterclaim which may at any time be available to or be asserted by any Pledgor against any other Pledgor or against any Secured Party; or
(gh) Any any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesof the Pledgors.
Appears in 1 contract
Sources: Pledge Agreement (Pacific Aerospace & Electronics Inc)
Security Interest Absolute. All rights of the Collateral Agent Buyer and the security interests granted to the Collateral Agent Buyer hereunder, and all obligations of Grantors Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
: (a) Any any lack of validity or enforceability of the IndentureSecurities Purchase Agreement, the Notes any note, or any other Indenture Transaction Document; or
(b) The the failure of the Collateral Agent or any holder of a Note:
Buyer (i) To to assert any claim or demand or to enforce any right or remedy against Grantor, any Subsidiary or any other Person under the provisions of the Notes or Securities Purchase Agreement, any note, any other Indenture Transaction Document or otherwise, or
or (ii) To to exercise any right or remedy against any collateral securing other guarantor of, or Collateral securing, any obligations Secured Obligations of Grantors owing to the Secured PartiesGrantor or any Subsidiary; or
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation of Grantor or any Subsidiary; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations of Grantor or any Subsidiary for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and Grantor hereby waives, to the Grantors hereby waive extent permitted by law, any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations)Secured Obligations of Grantor, any Subsidiary or otherwise; or
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Securities Purchase Agreement, any note or any other Indenture Transaction Document; or
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral Collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationany Subsidiary, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Pledge and Security Agreement (Quest Patent Research Corp)
Security Interest Absolute. All rights 13.1. In order to enforce this Agreement, a separate action may be brought against Pledgor regardless of whether any action is brought against Borrower under the Note Purchase Agreement or the Transaction Documents. The obligations of Pledgor under this Agreement are independent of the Collateral Agent Secured Obligations of the Borrower or any other obligations of the Borrower under the Note Purchase Agreement or the other Transaction Documents.
13.2. The pledge, assignment and the grant of security interests granted to the Collateral Agent interest by Pledgor hereunder, and all obligations of Grantors hereunderPledgor hereunder and all rights of Investor hereunder shall be irrevocable, absolute and unconditional irrespective of, and to the maximum extent permitted by applicable lawlaw Pledgor hereby irrevocably waives any defenses relating to, are absolute and unconditional, irrespective ofany or all of the following:
(a) Any any lack of enforceability or validity or enforceability of any agreement with respect to any of the IndentureSecured Obligations, the Notes or any other Indenture Document; oragreement or instrument relating to any of the foregoing;
(b) The failure any exchange, release or non-perfection of any Lien on any collateral, or any release or amendment or waiver of or consent under or departure from any guaranty securing any or all of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, place or manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise amendment or renewal waiver of or any Indenture Obligationsconsent to any departure from the Note Purchase Agreement any other agreement or instrument relating thereto; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor in respect of the Secured Obligations or this Agreement.
13.3. To the extent permitted by applicable law, Pledgor waives (a) demand, notice, protest, or other action taken in reliance hereon, and all other demands and notices of any Grantor, including, without limitation, description and (b) any and all other suretyship defenses.
13.4. Notwithstanding the provisions of Article XIII, this Agreement, the pledge, assignment and grant of security interest hereunder, and all obligations of Pledgor hereunder shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by Investor or by any other person upon the insolvency, bankruptcy or reorganization of Pledgor or Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Stock Pledge Agreement (Antelope Enterprise Holdings LTD)
Security Interest Absolute. (a) All rights of the Collateral Agent and Lender hereunder, the security interests interest granted to the Collateral Agent hereunderherein and all Secured Obligations of Pledgor hereunder shall be irrevocable, absolute and unconditional irrespective of, and Pledgor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to any or all obligations of Grantors hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective offollowing:
(ai) Any any compromise, settlement, release, change, modification (whether material or otherwise), refusal or deferment to demand or enforce, or termination of any or all of the Secured Obligations;
(ii) any failure to give notice to Pledgor of the occurrence of an Event of Default;
(iii) any lack of validity or enforceability of any of the Indenture, the Notes Credit Documents or any other Indenture Document; oragreement or instrument relating thereto;
(biv) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment and/or performance of any of the Secured Obligations, or any other modification, amendment, rescission or waiver by Lender of the payment, performance or observance by PFR or Pledgor of any of the Secured Obligations;
(v) any failure of Lender to disclose to Pledgor information relating to the financial condition, operations, properties or prospects of PFR now or in the future;
(vi) any failure, omission, delay or lack on the part of Lender to take, enforce, assert or exercise any action, right, power or remedy conferred on it in any of the Credit Documents;
(vii) any release or discharge (in bankruptcy or similar proceeding or otherwise), in whole or in part, or any bankruptcy, liquidation, dissolution, change, restructuring or termination of the corporate existence of, PFR or any other person or entity which is primarily or secondarily liable with respect to the Secured Obligations;
(viii) the failure to obtain or maintain perfection of or to protect any security interest in, or the taking, exchange, release, surrender, disposal, impairment or loss of, or in any other term manner of application or sale of, all or any of collateral for the Indenture Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or
(dix) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, PFR or Pledgor.
(b) The obligations of Pledgor under this Agreement shall be immediate and shall not be contingent upon Lender (i) proceeding against or exhausting any Grantorother rights and remedies which it may have against PFR or any other person primarily or secondarily liable for any of the Secured Obligations, includingand/or (ii) enforcing, without limitationrealizing upon or resorting to any security held by Lender, and Pledgor hereby waives any rights, by statute or otherwise, to require Lender to institute any such proceeding, exhaust any such rights and remedies and/or enforce, realize upon or resort to any such security. Lender shall be under no obligation to marshal any assets in favor of Pledgor, or against or in payment of any or all suretyship defensesof the Secured Obligations, and shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Secured Obligations or any collateral therefor.
Appears in 1 contract
Sources: Pledge Agreement (Probex Corp)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against any Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Security and Pledge Agreement (World Almanac Education Group Inc)
Security Interest Absolute. The Borrower hereby waives demand, notice, protest, notice of acceptance of this Fifth Amended and Restated Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any i. any illegality or lack of validity or enforceability of the Indenture, the Notes any obligation or Borrower hereunder or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or ii. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the obligations of Borrower hereunder, or any rescission, waiver, amendment or other modification of this Fifth Amended and Restated Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of additional credit or otherwise;
iii. any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations obligations of the Borrower hereunder;
iv. any manner of sale, disposition or application of proceeds of any collateral or any other extensioncollateral or other assets to all or part of the obligations of the Borrower hereunder;
v. any default, compromise failure or renewal delay, willful or otherwise, in the performance of the obligations of the Borrower hereunder;
vi. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or
vii. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the loans granted hereunder or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Borrower or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights and security -------------------------- interests of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each of the Companies hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of, and shall not be impaired or affected by:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any other Loan Document or any other Indenture Document; orInstrument relating to any thereof or to any of the Obligations;
(b) The any change in the corporate existence, structure or ownership of any of the Principal Companies or any of their Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any such Person or any Property of any such Person or any resulting release or discharge of any Obligation contained in the Credit Agreement or any other Loan Document;
(c) the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Company or, any other or any other Person under the provisions of the Notes Credit Agreement or any other Indenture Loan Document or otherwiseany other agreement or Instrument relating to any thereof or under any Applicable Law, or
(ii) To to exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orCollateral;
(cd) Any any change in the time, manner manner, or place of payment of, or in any other term of, of all or any of the Indenture Obligations Obligations, or any other compromise, renewal, extension, compromise acceleration or renewal release with respect thereto or with respect to the Collateral, or any other amendment to, rescission, waiver or other modification of, or any consent to any departure from any of the terms, of the Credit Agreement, any Indenture Obligations; orother Loan Document or any other Instrument relating to any thereof;
(de) Any any increase, reduction, limitation, impairment or termination of any Indenture the Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors hereby waive any right to or claim of any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any Indenture Obligationsof the Obligations (and each of the Companies hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or;
(f) Any additionany sale, exchange, release, surrender or nonperfection non-perfection of any collateral (including of the Security Agreement Collateral or any other Collateral), or any release or amendment to or waiver of, or release of or addition to or any consent to any departure from from, any guaranty, for guaranty or collateral held by the Agent or any Secured Party securing or guaranteeing all or any of the Indenture Obligations;
(g) any defense, set-off or counterclaim which may at any time be available to or be asserted by any Company or any other Principal Company against any other Principal Company or against any Secured Party; or
(gh) Any any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, Company or any and all suretyship defensesother Principal Company.
Appears in 1 contract
Sources: Security Agreement (View Tech Inc)
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted to the Collateral Agent Pledgee hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of any of the Indenture, the Notes Loan Documents or any other Indenture Document; orinstruments relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Borrower Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event renewal, extension, amendment, modification or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, waiver of or any consent to departure fromfrom any of the Loan Documents;
(c) any act or omission of Pledgee (or other holder of the Loan Documents) of any nature whatsoever;
(d) with respect to Pledgor, the Notes Borrower, or any other Indenture DocumentPerson, (i) any failure to obtain required authorization by all necessary corporate, partnership or other action relating to the incurrence of the Borrower Obligations or the Secured Obligations or to the execution, delivery or performance of any of the Loan Documents, or (ii) any violation of any provision of any of the articles of incorporation, by-laws, partnership agreement or any other document, instrument or agreement occasioned by the incurrence of the Borrower Obligations or the Secured Obligations, by the execution, delivery, or performance of any of the Loan Documents, or by any failure of same to have been duty authorized by all necessary corporate or other action;
(e) any release, amendment, waiver, modification, extension or renewal of or consent to departure from, any guaranty given to secure all or any of the Borrower Obligations or the Secured Obligations (other than a release of the Guaranty); or forbearance of any other action or inaction under or in respect of any of the Loan Documents;
(f) any exchange, release, forbearance or surrender of or any other action or inaction with respect to any collateral (including, without limitation, the Collateral, other than a release of all of the Collateral which would result in a termination of the Guaranty under Section 8(a) thereof at any time and from time to time now or hereafter securing any or all of the Borrower Obligations or the Secured Obligations or the Loan Documents or the liability of Pledgor, Borrower, or any other Person in respect of all or any of the Loan Documents, or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any loss or destruction of any such collateral, or any matter impairing the value of such collateral as security for all or any of the Borrower Obligations, or the liability of Pledgor, Borrower, or any other Person, in respect of all or any of the Borrower Obligations or Loan Documents;
(g) any guaranty now or hereafter executed by Pledgor or anyone else or any recovery under any such other guaranty;
(h) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any of the terms and provisions of the Loan Documents, or any claim, cause of action, right or remedy which Pledgee may, at any time, have under any of the Loan Documents or with respect to any guaranty or any security which may be held by Pledgee (or other holder of the Loan Documents) with respect to the Loan;
(i) the failure to give Pledgor any notice whatsoever, other than any notice which Pledgee is expressly required to give pursuant to any provision of this Pledge and Security Agreement;
(j) exculpatory provisions in any of the Loan Documents (other than in the Guaranty or in this Pledge and Security Agreement) limiting recourse to property encumbered by the Loan Documents or to any other security or limiting rights to enforce a deficiency judgment against the Borrower;
(k) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of any of the Borrower's interest in any property securing the Loan or the occurrence of any such sale, assignment, conveyance, merger or other voluntary or involuntary transfer which results in Pledgor becoming the Borrower under any of the Loan Documents; provided, however, that any such sale, assignment, conveyance, merger or other transfer shall be subject to the limitations set forth in the Loan Documents;
(l) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interests of Pledgee (or other holder of the Loan Documents) in this Pledge and Security Agreement or any of the other Loan Documents;
(m) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, or the like, of Pledgor, Borrower or any other Person, whether or not Pledgor shall have notice or knowledge of any of the foregoing;
(n) any recovery (other than payment in full of all of the Secured Obligations which would result in a termination of the Guaranty under Section 8(a) thereof) as a result of the exercise by Pledgee (or other holder of the Loan Documents) of any of its rights or remedies under the Loan Documents, including any foreclosure thereof; or
(fo) Any additionany other fact, exchange, release, surrender circumstance or nonperfection matter of any collateral nature whatsoever (including the Collateral), or any amendment to or waiver or release other than payment in full of or addition to or consent to departure from any guaranty, for any all of the Indenture Obligations; or
(gSecured Obligations which would result in a termination of the Guaranty under Section 8(a) Any other circumstances which thereof) that might otherwise constitute a defense available to, or a legal or equitable discharge of, or might otherwise operate to release or affect the obligations of, Pledgor, Borrower, or any Grantorother Person liable to Pledgee (or other holder of the Loan Documents) in respect of any of the Borrower Obligations, including, without limitation, any and all suretyship defensesthe Secured Obligations or the Loan Documents.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted hereunder to the Collateral Agent hereunderPledgee and the Custodian on the Pledgee's behalf, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Pledge Agreement or any other Indenture Operative Document; or, Certificate B Pledge Agreement
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To Pledgee to assert any claim or demand or to enforce any right or remedy against the Pledgor or any other Person under the provisions of the Notes or any other Indenture Operative Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orthe Pledgee or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of the any other Indenture Operative Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Pledgor or Pledgee or any Grantor, including, without limitation, any and all suretyship defensesother Person.
Appears in 1 contract
Sources: Pledge Agreement (Brookdale Living Communities Inc)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors the Pledgors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
: (a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or
(b) The the failure of the Collateral Agent any Lender Party or any holder of a Note:
any Note (i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Loan Party or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
or (ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured PartiesBorrower or any other Loan Party; or
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture ObligationsObligation of the Borrower or any other Loan Party; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Borrower or any other Loan Party for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations)Obligations of the Borrower, any other Loan Party or otherwise; or
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Loan Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors the Authority hereunder, to the extent permitted by applicable law, are absolute and unconditional, shall be unconditional irrespective of:
(a) Any any lack of validity or enforceability of the Indenturethis Agreement, the Notes ▇▇▇▇, or any other Indenture Sale Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To the Trust to assert any claim or demand or to enforce any right or remedy against the Authority, any affiliate of the Authority or any other Person under the provisions of this Agreement, the Notes or ▇▇▇▇, any other Indenture Sale Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations amounts payable under the Sale Documents (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Indenture Obligations; orconsent to any departure from this Agreement or any Sale Document;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Sale Documents for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, but including any claim of waiver, release, surrender, alteration or compromise (compromise, and shall not be subject to, and the Grantors Authority hereby waive waives any right to or claim of of, any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSale Document or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of this Agreement, the ▇▇▇▇ or any other Indenture Sale Document; or;
(f) Any addition, any exchange, releasesurrender, surrender release or nonperfection non-perfection of any collateral (including the Collateral)Account collateral, or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guarantyother security interest held by Collateral Agent under the Deposit and Disbursement Agreement or the ▇▇▇▇; Person;
(h) any bankruptcy or insolvency of the Trust, the Authority or any other any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in the collateral, even though such foreclosure, sale or election of remedies may impair the subrogation rights of the Authority or may preclude the Authority from obtaining reimbursement, contribution, indemnification or other recovery and even though the Authority may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any of the Indenture Obligationsdeficiency; or
(gi) Any any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Authority or any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor (other than the defense of payment).
Appears in 1 contract
Sources: Authority PSL Account Agreement
Security Interest Absolute. All rights of the Collateral Facility Agent and the security interests granted to the Collateral Facility Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any of ___ any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or
(b) The , ___ the failure of the Collateral Agent any Secured Party or any holder of a Note:
(i) To any Note __ to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To or __ to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; or
(c) Any Obligations, ___ any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any Secured Obligation, ___ any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors such Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any Secured Obligations or otherwise, ___ any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or
(f) Any , ___ any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or 188 consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any , or ___ any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Intercreditor Agreement, the Senior Secured Note Indenture, the Notes Term Loan Agreement, any Term Loan Note, any Senior Secured Note, any Collateral Document or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes Intercreditor Agreement, the Senior Secured Note Indenture, the Term Loan Agreement, any Term Loan Note, any Senior Secured Note, any Collateral Document or any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Intercreditor Agreement, the Senior Secured Note Indenture, the Term Loan Agreement, any Term Loan Note, any Senior Secured Note, any Collateral Document, or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
of (a) Any any lack of validity or enforceability of the IndentureCredit Agreements, the Notes any Note or any other Indenture Loan Document; or
, (b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
, (i) To to assert any claim or demand or to enforce any right or remedy against Borrower, any other Exhibit M - 7 163 Designated Entity or any other Person under the provisions of the Notes or Credit Agreements, any Note, any other Indenture Loan Document or otherwise, or
or (ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; or
Borrower or any other Designated Entity, (c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
Obligation of Borrower or any other Designated Entity, (d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of Borrower or any other Designated Entity for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
Obligations of Borrower, any other Designated Entity or otherwise, (e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreements, any Note or any other Indenture Loan Document; or
, (f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
, or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensesother Designated Entity, any surety or any guarantor.
Appears in 1 contract
Sources: Credit Facility Agreement (Pioneer Natural Resources Co)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors the Authority hereunder, to the extent permitted by applicable law, are absolute and unconditional, shall be unconditional irrespective of:
(a) Any any lack of validity or enforceability of the Indenturethis Agreement, the Notes BACA, or any other Indenture Sale Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To the Trust to assert any claim or demand or to enforce any right or remedy against the Authority, any affiliate of the Authority or any other Person under the provisions of this Agreement, the Notes or BACA, any other Indenture Sale Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations amounts payable under the Sale Documents (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Indenture Obligations; orconsent to any departure from this Agreement or any Sale Document;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Sale Documents for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, but including any claim of waiver, release, surrender, alteration or compromise (compromise, and shall not be subject to, and the Grantors Authority hereby waive waives any right to or claim of of, any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSale Document or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of this Agreement, the BACA or any other Indenture Sale Document; or;
(f) Any addition, any exchange, releasesurrender, surrender release or nonperfection non-perfection of any collateral (including the Collateral)Account collateral, or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guarantyother security interest held by Collateral Agent under the Deposit and Disbursement Agreement or the BACA;
(g) any bankruptcy or insolvency of the Trust, the Authority or any other Person;
(h) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in the collateral, even though such foreclosure, sale or election of remedies may impair the subrogation rights of the Authority or may preclude the Authority from obtaining reimbursement, contribution, indemnification or other recovery and even though the Authority may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any of the Indenture Obligationsdeficiency; or
(gi) Any any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Authority or any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor (other than the defense of payment).
Appears in 1 contract
Sources: Authority PSL Account Agreement
Security Interest Absolute. All To the extent not prohibited by PRC law, all rights of the Collateral Agent CCT Shanghai and the pledge and security interests granted to the Collateral Agent hereundercreated under this Agreement in favor of CCT Shanghai, and all obligations Secured Obligations of Grantors hereunderthe CCLX under the Pledge Documents, to the extent permitted by applicable law, are shall be absolute and unconditional, independent irrespective of:
(a) Any lack approval or consent to any amendment, renewal, restatement, termination, modification or revision of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orPledge Documents;
(b) The failure modification, amendment, supplement or waiver of any provision of any Pledge Documents, including changing the Collateral Agent terms and conditions of disbursement of credit proceeds, renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on the credits or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orpart thereof;
(c) Any change in the timeany Advance of additional funds, manner extension of additional credit or place of payment of, affording other financial accommodations to or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orfor CCLX;
(d) Any reduction, limitation, impairment CCT Shanghai’s acceleration or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge postponement of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability time for performance of, or any other event modification, amendment, supplement or occurrence affectingwaiver of, any Indenture of the Secured Obligations); or, or granting a forbearance with respect thereto;
(e) Any amendment tothe taking and holding of other security for the performance of any Secured Obligations, rescissionaccepting additional or substituted security for the same, waiverand exchanging, enforcing, waiving, releasing, compromising, failing to perfect and selling or other modification of, or otherwise disposing of any consent to departure from, the Notes or any other Indenture Document; orsuch security;
(f) Any addition, exchange, release, surrender or nonperfection the application of any collateral (including security for the Collateral), performance of any Secured Obligations and directing the order or any amendment to or waiver or release manner of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; orsale thereof as CCT Shanghai may determine;
(g) Any the release or discharge of Pledgors; and
(h) accepting, adding, settling, compromising with, releasing or substituting of endorsers, guarantors or other circumstances obligors of or with respect to the Secured Obligations. Each Pledgor agrees that CCT Shanghai may, at any time and from time to time, without notice to or demand upon the Pledgors, irrespective of any change in the financial condition of the Pledgors or CCLX, perform or not perform any or all of the foregoing acts without affecting the Secured Obligations of such Pledgors hereunder. Each Pledgor agrees that its Secured Obligations hereunder will not be impaired or affected in any way by the performance or non-performance by CCT Shanghai of any of the foregoing acts and that such Pledgor will not be released by any act or event which might otherwise constitute a defense available to, or be deemed a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesof a guarantor or a surety.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests Security Interests granted to the Collateral Agent hereunder, and all obligations each of Grantors hereunderthe Grantor's Obligations, shall, to the extent permitted by applicable law, are be absolute and unconditional, unconditional irrespective of:
(ai) Any any lack of validity or enforceability of the Indenture, the Notes Credit Agreement or any other Indenture Loan Document; or
(b) The failure of the Collateral Agent , or any holder of a Note:
(i) To assert any claim agreement or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, orinstrument relating thereto;
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event amendment or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, waiver of or any consent to departure from, the Notes Credit Agreement or any other Indenture Document; or
Loan Document (f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateralother than this Agreement), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Borrower or otherwise;
(iii) any taking and holding of Patent and Trademark Collateral or guarantees for all suretyship defenses.or any of the Secured Obligations; or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any Patent and Trademark Collateral or such guarantees, or any nonperfection of any Patent and Trademark Collateral, or any consent to departure from any such guaranty;
(iv) any manner of application of Patent and Trademark Collateral, or proceeds thereof, to all or any of the Secured Obligations, or the manner of sale or other disposition of any Patent and Trademark Collateral;
(v) any consent by any Lender, the Issuer, the Swing Line Lender or the Agent to the change, restructuring or termination of the corporate structure or existence of any Grantor and any corresponding restructure of the Secured Obligations, or any other restructure or refinancing of the Secured Obligations or any portion thereof;
(vi) any modification, compromise, settlement or release by the Agent or any Lender, the Issuer or the Swing Line Lender, by operation of law or otherwise (except any of the foregoing with respect to this Agreement),
Appears in 1 contract
Sources: Patent and Trademark Security Agreement (Telxon Corp)
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to the Collateral Agent Lender hereunder, and all obligations of Grantors each Borrower hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following:
(a) a. Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture DocumentCredit Agreement; or
(b) b. The failure of the Collateral Agent Lender or any holder of a any Note:
(i) i. To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document Credit Agreement or otherwise, or
(ii) . To exercise any right or remedy against any other Borrower of, or any collateral securing securing, any obligations of Grantors any Borrower owing to the Secured PartiesLender; or
(c) c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) e. Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) f. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Documentterms of the Credit Agreement; or
(f) g. Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsSecured Obligation; or
(g) h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorBorrower or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Borrower hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Pledgors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of either of the IndentureCredit Agreements, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of either of the Notes or Credit Agreements, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; orBorrower or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Borrower or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Borrower or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgors hereby waive any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations of the Borrower, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of either of the Credit Agreements, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Calpine Corp)
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the -------------------------- security interests granted to the Collateral Agent Pledgee hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of any of the Indenture, the Notes Loan Documents or any other Indenture Document; orinstruments relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Borrower Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event renewal, extension, amendment, modification or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, waiver of or any consent to departure fromfrom any of the Loan Documents;
(c) any act or omission of Pledgee (or other holder of the Loan Documents) of any nature whatsoever;
(d) with respect to Pledgor, the Notes Borrower, or any other Indenture DocumentPerson, (i) any failure to obtain required authorization by all necessary corporate, partnership or other action relating to the incurrence of the Borrower Obligations or the Secured Obligations or to the execution, delivery or performance of any of the Loan Documents, or (ii) any violation of any provision of any of the articles of incorporation, by-laws, partnership agreement or any other document, instrument or agreement occasioned by the incurrence of the Borrower Obligations or the Secured Obligations, by the execution, delivery, or performance of any of the Loan Documents, or by any failure of same to have been duty authorized by all necessary corporate or other action;
(e) any release, amendment, waiver, modification, extension or renewal of or consent to departure from, any guaranty given to secure all or any of the Borrower Obligations or the Secured Obligations (other than a release of the Guaranty); or forbearance of any other action or inaction under or in respect of any of the Loan Documents;
(f) any exchange, release, forbearance or surrender of or any other action or inaction with respect to any collateral (including, without limitation, the Collateral, other than a release of all of the Collateral which would result in a termination of the Guaranty under Section 8(a) thereof at any time and from time to time now or hereafter securing any or all of the Borrower Obligations or the Secured Obligations or the Loan Documents or the liability of Pledgor, Borrower, or any other Person in respect of all or any of the Loan Documents, or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any loss or destruction of any such collateral, or any matter impairing the value of such collateral as security for all or any of the Borrower Obligations, or the liability of Pledgor, Borrower, or any other Person, in respect of all or any of the Borrower Obligations or Loan Documents;
(g) any guaranty now or hereafter executed by Pledgor or anyone else or any recovery under any such other guaranty;
(h) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any of the terms and provisions of the Loan Documents, or any claim, cause of action, right or remedy which Pledgee may, at any time, have under any of the Loan Documents or with respect to any guaranty or any security which may be held by Pledgee (or other holder of the Loan Documents) with respect to the Loan;
(i) the failure to give Pledgor any notice whatsoever, other than any notice which Pledgee is expressly required to give pursuant to any provision of this Pledge and Security Agreement;
(j) exculpatory provisions in any of the Loan Documents (other than in the Guaranty or in this Pledge and Security Agreement) limiting recourse to property encumbered by the Loan Documents or to any other security or limiting rights to enforce a deficiency judgment against the Borrower;
(k) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of any of the Borrower's interest in any property securing the Loan or the occurrence of any such sale, assignment, conveyance, merger or other voluntary or involuntary transfer which results in Pledgor becoming the Borrower under any of the Loan Documents; provided, however, that any such sale, assignment, conveyance, merger or other transfer shall be subject to the limitations set forth in the Loan Documents;
(l) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interests of Pledgee (or other holder of the Loan Documents) in this Pledge and Security Agreement or any of the other Loan Documents;
(m) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, or the like, of Pledgor, Borrower or any other Person, whether or not Pledgor shall have notice or knowledge of any of the foregoing;
(n) any recovery (other than payment in full of all of the Secured Obligations which would result in a termination of the Guaranty under Section 8(a) thereof) as a result of the exercise by Pledgee (or other holder of the Loan Documents) of any of its rights or remedies under the Loan Documents, including any foreclosure thereof; or
(fo) Any additionany other fact, exchange, release, surrender circumstance or nonperfection matter of any collateral nature whatsoever (including the Collateral), or any amendment to or waiver or release other than payment in full of or addition to or consent to departure from any guaranty, for any all of the Indenture Obligations; or
(gSecured Obligations which would result in a termination of the Guaranty under Section 8(a) Any other circumstances which thereof) that might otherwise constitute a defense available to, or a legal or equitable discharge of, or might otherwise operate to release or affect the obligations of, Pledgor, Borrower, or any Grantorother Person liable to Pledgee (or other holder of the Loan Documents) in respect of any of the Borrower Obligations, including, without limitation, any and all suretyship defensesthe Secured Obligations or the Loan Documents.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Holder and the security interests granted to the Collateral Agent Holder hereunder, and all obligations of Grantors Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
: (a) Any any lack of validity or enforceability of the IndentureRestructure Agreement, the Notes or any other Indenture Pledge Agreement Document; or
(b) The the failure of the Collateral Agent or any holder of a Note:
Holder (i) To to assert any claim or demand or to enforce any right or remedy against Grantor, any Pledged Subsidiary or any other Person under the provisions of the Notes or Restructure Agreement, any other Indenture Pledge Agreement Document or otherwise, or
or (ii) To to exercise any right or remedy against any collateral securing other guarantor of, or Collateral securing, any obligations Secured Obligations of Grantors owing to the Secured PartiesGrantor or any Pledged Subsidiary; or
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation of Grantor or any Pledged Subsidiary; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations of Grantor or any Pledged Subsidiary for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and Grantor hereby waives, to the Grantors hereby waive extent permitted by law, any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations)Secured Obligations of Grantor, any Pledged Subsidiary or otherwise; or
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Restructure Agreement, or any other Indenture Pledge Agreement Document; or
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral Collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationany Pledged Subsidiary, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Pledge and Security Agreement (Quest Patent Research Corp)
Security Interest Absolute. The Borrower hereby waives demand, notice, protest, notice of acceptance of this Second Amended and Restated Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any i. any illegality or lack of validity or enforceability of the Indenture, the Notes any obligation or Borrower hereunder or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or ii. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the obligations of Borrower hereunder, or any rescission, waiver, amendment or other modification of this Second Amended and Restated Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of additional credit or otherwise;
iii. any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations obligations of the Borrower hereunder;
iv. any manner of sale, disposition or application of proceeds of any collateral or any other extensioncollateral or other assets to all or part of the obligations of the Borrower hereunder;
v. any default, compromise failure or renewal delay, willful or otherwise, in the performance of the obligations of the Borrower hereunder;
vi. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or
vii. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the loans granted hereunder or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Borrower or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent hereunder, and all duties, and obligations of Grantors the Affiliated Companies hereunder, to the extent permitted by applicable law, are shall be absolute and unconditionalunconditional and, irrespective ofwithout limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) Any lack any extension, renewal, settlement, compromise, waiver or release in respect of validity or enforceability any of the IndentureObligations, the Notes or any other Indenture Document; ordocument evidencing or securing such Obligations, by operation of law or otherwise;
(b) The failure of any modification or amendment or supplement to the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under Amended Loan Agreement, the provisions of the Notes other Loan Documents or any other Indenture Document document evidencing or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any change in the timeany release, manner non-perfection or place invalidity of payment of, any direct or in any other term of, all or indirect security for any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any reductionany insolvency, limitationbankruptcy, impairment reorganization or termination other similar proceeding affecting any of the Affiliated Companies or its assets or any Indenture Obligations for any reason (other than the satisfaction and resulting disallowance, release or discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, all or any other event or occurrence affecting, any Indenture portion of the Obligations); or;
(e) Any amendment tothe existence of any claim, rescission, waiver, set-off or other modification of, or right which any consent to departure from, of the Notes Affiliated Companies may have at any time against the Lender or any other Indenture Documententity or person, whether in connection herewith or any unrelated transactions; orprovided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) Any addition, exchange, release, surrender any invalidity or nonperfection unenforceability relating to or against any of the Affiliated Companies for any reason of any collateral (including of the Collateral)Obligations, or any amendment provision of applicable law or regulation purporting to or waiver or release of or addition to or consent to departure from any guaranty, for any prohibit the payment by the Affiliated Companies of the Indenture Obligations; or;
(g) Any any failure by the Lender (i) to file or enforce a claim against the Affiliated Companies or its estate (in a bankruptcy or other circumstances proceeding), (ii) to give notice of the existence, creation or incurring by any of the Affiliated Companies of any new or additional indebtedness under or with respect to the Obligations, (iii) to commence any action against any of the Affiliated Companies, (iv) to disclose to any of the Affiliated Companies any facts which might otherwise the Lender may now or hereafter know with regard to such Affiliated Company or (v) to proceed with due diligence in the collection, protection or realization upon any Refund Collateral securing the Obligations; or (vi) any other act or omission to act or delay of any kind by any of the Affiliated Companies, the Lender or any other corporation or person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesof the Obligations.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors the Company hereunder, shall be, to the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orPromissory Note,
(b) The the failure of the Collateral Agent Lender or any assigned holder of a the Promissory Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the provisions of the Notes or any other Indenture Document Promissory Note, this Agreement or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligation of Grantors owing to the Secured Parties; orCompany,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Company, including any increase in the Secured Obligations resulting from the extension of additional credit to the Company or otherwise,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation of the Company for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Company hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation of the Company or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Promissory Note or any other Indenture Document; orthis Agreement,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Company, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Intelliworxx Inc)
Security Interest Absolute. All rights (a) To the maximum extent permitted by applicable law and notwithstanding that the terms of the Collateral Agent other Security Documents shall prevail in accordance with Section 2.1(e), the rights and the security interests granted to remedies of the Collateral Agent hereunder, the Liens created hereby, and all the obligations of the Grantors hereunderunder this Agreement shall be absolute, to irrevocable and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including: (i) the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) Any lack of validity or enforceability acceleration of the Indenture, maturity of any of the Notes Secured Obligations or any other Indenture Document; or
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other renewal, extension, compromise amendment or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or addition or supplement to or deletion from, any Loan Document or any other instrument or agreement referred to therein or related thereto, or any assignment or transfer of any thereof; (ii) any waiver of, consent to or departure from, extension, indulgence or other action or inaction under or in respect of any of the Notes Secured Obligations, this Agreement, any other Loan Document or other instrument or agreement relating thereto, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of the Secured Obligations, this Agreement, any other Loan Document or any such other instrument or agreement relating thereto; (iii) any furnishing of any additional security (including any assets, whether now owned or hereafter acquired, upon which a Lien is created or granted from time to time pursuant to the other Security Documents) to the Collateral Agent or any other Indenture Document; or
(f) Any additionPerson or any acceptance thereof by the Collateral Agent or any other Person or any substitution, sale, exchange, release, surrender or nonperfection realization of or upon any such security by the Collateral Agent or any other Person or the failure to create, preserve, validate, perfect or protect any other Lien granted to, or purported to be granted to, or in favor of, the Collateral Agent or any other Person; (iv) any invalidity, irregularity or unenforceability of any collateral (including the Collateral), Loan Document or any other instrument or agreement referred to therein or related thereto or of all or any part of the Secured Obligations or of any security therefor; (v) any exchange, release or non-perfection of any other collateral or any release, amendment to or waiver or release of or addition to of, or consent to any departure from from, any guaranty, for all or any of the Indenture Secured Obligations; or
(gvi) Any any judicial or nonjudicial foreclosure or sale of, or other circumstances election of remedies with respect to, any interest in real property or other collateral serving as security for all or any part of the Secured Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of any Grantor or may preclude any Grantor from obtaining reimbursement, contribution, indemnification or other recovery and even though the Grantor may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency; (vii) any act or omission of the Collateral Agent or any other Person (other than payment of the Secured Obligations) that directly or indirectly results in or aids the discharge or release of any Grantor or any part of the Secured Obligations or any security or guarantee (including any letter of credit) for all or any part of the Secured Obligations by operation of law or otherwise; (viii) the election by the Collateral Agent, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the U.S. Bankruptcy Code; (ix) any extension of credit or the grant of any Lien under Section 364 of the U.S. Bankruptcy Code; (x) any use of cash collateral under Section 363 of the U.S. Bankruptcy Code; (xi) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xii) the avoidance of any Lien in favor of the Collateral Agent for any reason; (xiii) any insolvency or liquidation proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Secured Obligations (or any interest on all or any part of the Secured Obligations) in or as a result of any such proceeding; or (xiv) any other event or circumstance whatsoever which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, includingexcept as otherwise provided herein.
(b) Each Grantor hereby expressly waives, without limitationto the maximum extent permitted by the laws applicable to such Grantor and notwithstanding that the terms of the other Security Documents shall prevail in accordance with Section 2.1(e), (i) promptness, diligence, presentment, demand for payment or performance and protest; (ii) filing of claims with any court; (iii) any proceeding to enforce any provision of the Loan Documents; (iv) notice of acceptance of and reliance on this Agreement by any Secured Party; (v) notice of the creation of any Secured Obligations, and (except with respect to any notice required by the applicable Loan Documents relating to the Secured Obligations) any other notice whatsoever; (vi) any requirement that the Collateral Agent exhausts any right, power or remedy, or proceed or take any other action against any Grantor under any Loan Document to which such Grantor is a party or any Lien on, or any claim of payment against, any and all suretyship defenses.property of any Grantor or any other
Appears in 1 contract
Security Interest Absolute. The Borrower hereby waives demand, notice, protest, notice of acceptance of this Third Amended and Restated Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any i. any illegality or lack of validity or enforceability of the Indenture, the Notes any obligation or Borrower hereunder or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or ii. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the obligations of Borrower hereunder, or any rescission, waiver, amendment or other modification of this Third Amended and Restated Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of additional credit or otherwise;
iii. any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations obligations of the Borrower hereunder;
iv. any manner of sale, disposition or application of proceeds of any collateral or any other extensioncollateral or other assets to all or part of the obligations of the Borrower hereunder;
v. any default, compromise failure or renewal delay, willful or otherwise, in the performance of the obligations of the Borrower hereunder;
vi. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or
vii. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the loans granted hereunder or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Borrower or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Security Interest Absolute. The Borrower hereby waives demand, notice, protest, notice of acceptance of this Fourth Amended and Restated Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any i. any illegality or lack of validity or enforceability of the Indenture, the Notes any obligation or Borrower hereunder or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or ii. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the obligations of Borrower hereunder, or any rescission, waiver, amendment or other modification of this Fourth Amended and Restated Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of additional credit or otherwise;
iii. any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations obligations of the Borrower hereunder;
iv. any manner of sale, disposition or application of proceeds of any collateral or any other extensioncollateral or other assets to all or part of the obligations of the Borrower hereunder;
v. any default, compromise failure or renewal delay, willful or otherwise, in the performance of the obligations of the Borrower hereunder;
vi. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or
vii. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the loans granted hereunder or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Borrower or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the fullest extent permitted by applicable lawLaw, are shall be absolute and unconditional, irrespective ofof any of the following conditions, occurrences or events:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To Secured Party to assert any claim or demand or to enforce any right or remedy against, the Borrower, any of its Subsidiaries or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) To otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation, including any increase in the Obligations resulting from the extension of additional credit to the Borrower or any other obligor or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Borrower hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesBorrower or otherwise.
Appears in 1 contract
Sources: Credit, Pledge and Security Agreement (Discovery Communications, Inc.)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Grantors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Indenture or any other Indenture Document; ordocument or agreement;
(b) The the failure of the Collateral Agent Agent, the Trustee or any holder of a NoteHolder:
(i) To to assert any claim or demand or to enforce any right or remedy against any Grantor or any other Person under the provisions of the Notes Indenture or any other Indenture Document document or agreement or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Assignor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes terms of the Indenture or any other Indenture Document; ordocument or agreement;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Trustee and the security interests granted to the Collateral Agent Trustee hereunder, and all obligations of Grantors the Pledgors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of any of the Indenture, the Notes or any other Indenture Document; orSecured Debt Documents,
(b) The the failure of the Collateral Agent any Secured Party or any holder of a Note:any Secured Obligation
(i) To to assert any claim or demand or to enforce any right or remedy against the Company, any other Obligor or any other Person under the provisions of any of the Notes or any other Indenture Document Secured Debt Documents or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligations of Grantors owing to the Secured Parties; orCompany or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation of the Company or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations of the Company or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgors hereby waive any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations of the Company, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Document; orof the Secured Debt Documents,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Pledged Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Company, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Calpine Corp)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
: (ai) Any any lack of validity or enforceability of the Indenture, the Notes Financing Documents or any other Indenture Documentagreement or instrument relating thereto; or
(bii) The the failure of the Collateral Agent or any holder of a Note:
(iA) To to assert any claim or demand or to enforce any right or remedy against Borrower, any affiliate of Borrower, Operations Co, any Pledgor or any other Person under the provisions of the Notes Financing Documents or any other Indenture Document otherwise or otherwise, or
(iiB) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured PartiesObligations; or
(ciii) Any any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Indenture Secured Obligations (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Indenture Obligationsconsent to any departure from the Financing Documents; or
(div) Any any reduction, limitation, impairment or termination of any Indenture of the Secured Obligations for any reason (other than the satisfaction and discharge payment or performance in full thereof or the written agreement of the Indenture Collateral Agent to Amended and Restated Schedule 15 (Exhibit B) Pledge Agreement NG-KIH Project Implementation Agreement reduce or terminate the Secured Obligations in full), but including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors shall not be subject to, and Pledgor hereby waive waives any right to or claim of of, any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of any the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affectingaffecting (other than the repayment or performance in full of), any Indenture Obligations)Secured Obligation; or
(ev) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of the Financing Documents; (vi) any other Indenture Document; or
(f) Any addition, exchange, releasesurrender, surrender release or nonperfection non-perfection of any collateral (including the Pledged Collateral), or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guaranty, for security interest held by the Collateral Agent securing any of the Indenture Secured Obligations; or
(gvii) Any any bankruptcy or insolvency of Operations Co, Pledgor or any other circumstances Person; or (viii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesPledgor (other than the defense of payment).
Appears in 1 contract
Sources: Project Implementation Agreement
Security Interest Absolute. All rights and security interests of the Collateral Agent and Agent, for the security interests benefit of the Secured Parties, granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of, and shall not be impaired or affected by:
(a) Any any lack of validity or enforceability of the IndentureAgreement, the Notes this Security Agreement or any other Indenture Loan Document; or;
(b) The any change in the corporate existence, structure or ownership of the Borrower, or any bankruptcy or insolvency proceeding affecting the Borrower or any property of the Borrower or any resulting release or discharge of any Obligation contained in the Agreement, this Security Agreement or any other Loan Document;
(c) the failure of the Collateral Agent or any holder of a Note:Secured Parties: 118
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under the provisions of the Notes Agreement, this Security Agreement or any other Indenture Loan Document or otherwiseunder any applicable law, or
(ii) To to exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orCollateral;
(cd) Any any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Indenture Obligations Obligations, or any other extensionamendment, compromise modification, or renewal of waiver of, or any Indenture Obligations; orconsent to or any departure from, the Agreement, this Security Agreement, any other Loan Document or any other Instrument relating to any thereof;
(de) Any any increase, reduction, limitation, impairment or termination of any Indenture the Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors hereby waive any right to or claim of any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability unenforceability, or lack of genuineness of, or any other event or occurrence affecting, any Indenture Obligationsof the Obligations (and the Borrower hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or;
(f) Any additionany sale, exchange, release, surrender or nonperfection non-perfection of any collateral (including of the Collateral)Collateral or any other collateral, or any release or amendment or waiver of, or any consent to or waiver any departure from, any guaranty held by the Secured Parties securing or release of guaranteeing all or addition to or consent to departure from any guaranty, for any of the Indenture Obligations;
(g) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower against the Secured Parties; or
(gh) Any any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthe Borrower.
Appears in 1 contract
Security Interest Absolute. All rights of the Agent, the Lenders, the Collateral Agent and the Senior Noteholders and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Company hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any any lack of validity or enforceability of any provision of the IndentureAmended and Restated Credit Agreement, the Notes Senior Note Purchase Agreement, the Indenture or any other Indenture Document; orLoan Document or any other agreement or instrument relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, or any increase in the amount of, all or any of the Indenture Obligations Secured Obligations, or any other extension, compromise amendment or renewal waiver of any term of, or any consent to any departure from any requirement of, the Amended and Restated Credit Agreement, the Senior Note Purchase Agreement, the Indenture or any other Loan Document thereto;
(c) any exchange, release or non-perfection of any Lien on any other collateral for, or any release or amendment or waiver of any term of any guaranty of, or consent to departure from any requirement of any guaranty of, all or any of the Secured Obligations; or;
(d) Any reductionany failure on the part of the Agent, limitation, impairment the Collateral Agent or termination the Senior Noteholders to give notice of any Indenture Obligations for any reason (other than kind, mitigate the satisfaction damages resulting from the default by the Company under the Amended and discharge of Restated Credit Agreement, the Senior Note Purchase Agreement, the Indenture Obligations in full)or this Assignment or protect, including secure, perfect and insure any claim of waiver, release, surrender, alteration or compromise (and lien on the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations)Assigned Collateral; or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances circumstance which might otherwise constitute a defense available to, or a legal discharge or equitable discharge release of, any Grantor, including, without limitation, any and all suretyship defensesa borrower or a pledgor or otherwise limit the obligations of the Company under this Assignment.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Designated Pledgeholder and the security interests granted to the Collateral Agent Secured Parties hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable lawshall be, are absolute and unconditional, irrespective ofof any of the following conditions, occurrences or events:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; or;
(b) The the failure of the Collateral Agent Designated Pledgeholder or any holder of a Note:
(i) To Secured Party to assert any claim or demand or to enforce any right or remedy against Holdings, the Pledgor or any other Person under the provisions of the Notes any Document, or any other Indenture Document otherwise or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to Holdings, the Pledgor or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorHoldings, including, without limitation, any and all suretyship defensesthe Pledgor or otherwise.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the other Lender Parties and the security interests granted to the Collateral Agent and the other Lender Parties hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
of (a) Any any lack of validity or enforceability of the Indenture, the Notes Credit Agreement or any other Indenture Loan Document; or
(b) The the failure of the Collateral Agent or any holder of a Note:
Lender Party (i) To to assert any claim or demand or to enforce any right or remedy against any other Obligor or any other Person under the provisions of the Notes Credit Agreement or any other Indenture Loan Document or otherwise, or
otherwise or (ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured PartiesObligations; or
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Secured Obligations); or
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement or any other Indenture Loan Document; or
(f) Any any addition, exchange, release, surrender or nonperfection non- perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationother Obligor, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Assignor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Indenture or any other Indenture Document; orSecurity Agreement;
(b) The the failure of the Collateral Agent or any holder of a Note:Holder
(i) To to assert any claim or demand or to enforce any right or remedy against the Assignors or any other Person under the provisions of the Notes Indenture or any other Indenture Document Security Agreement or otherwise, otherwise or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Assignor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes terms of the Indenture or any other Indenture Document; orSecurity Agreement;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationAssignor, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Assignor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Indenture or any other Indenture Document; orthis Agreement;
(b) The the failure of the Collateral Agent or any holder of a Note:Holder
(i) To to assert any claim or demand or to enforce any right or remedy against the Assignors or any other Person under the provisions of the Notes Indenture or any other Indenture Document this Agreement or otherwise, otherwise or
(ii) To to exercise any right or remedy against any collateral securing guarantor of, or Collateral securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any reductionany redaction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Assignor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes terms of the Indenture or any other Indenture Document; orthis Agreement;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, guaranty for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationAssignor, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. The obligations of each Grantor under this Agreement are independent of the Obligations under any of the other Credit Documents, and a separate action or actions may be brought and prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is brought against any other Obligor or whether any Grantor or any other Obligor is joined in any such action or actions. All rights of the Collateral Agent and the security interests granted to the Collateral Agent Bank hereunder, and all obligations Obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes any Credit Document or any other Indenture Document; oragreement or instrument relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, or any release of all or any of the Indenture Obligations or any other extension, compromise amendment or renewal waiver of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to any departure fromfrom any Credit Document, including, without limitation, any increase in the Notes Obligations resulting from the extension of additional credit to any Grantor, or any other Indenture Document; orotherwise;
(fc) Any additionany taking, exchange, releasesubordination, surrender substitution, release or nonperfection non-perfection of any collateral (including the Collateral)collateral, or any taking, release or amendment to or waiver or release of or addition to or consent to departure from any guaranty, for all or any of the Indenture Obligations;
(d) any manner of application of Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Obligations or any other assets of any Grantor;
(e) any change, restructuring or termination of the corporate structure or existence of any Grantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Grantor or its assets or any resulting release or discharge of any Obligation of any other Obligor under any Credit Document; or
(gf) Any any other circumstances which circumstance (including, but not limited to, any statute of limitations) that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Obligations of any Grantorother Obligor. Without limiting the generality of the foregoing, includingeach Grantor hereby consents to, without limitationand hereby agrees, that the rights of the Bank hereunder, and the liability of each Grantor hereunder, shall not be affected by any and all suretyship defensesreleases for any purpose of any Collateral from the liens and security interests created by any other security agreement securing the Obligations. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Bank upon the insolvency, bankruptcy, reorganization or similar proceeding of any Grantor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Equipment Facility and Revolving Credit Agreement (Total Tel Usa Communications Inc)
Security Interest Absolute. All rights of the Collateral Agent Noteholders hereunder and the security interests granted to the Collateral Agent hereunder, interest and all obligations of Grantors hereunder, to the extent permitted by applicable law, are Borrower hereunder shall be absolute and unconditional, unconditional irrespective of:
(a) Any except as expressly provided in Section 14.9, any lack of validity or enforceability of the Indenture, the Notes Loan Documents or any other Indenture Document; oragreement or instrument relating to the Loan Documents;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all the Loan Documents, or any renewal or extension of the Loan Documents or any other amendment or waiver of or any consent to any departure from this Pledge Agreement or any other agreement or instrument;
(c) any sale, exchange, release or nonperfection of any of the Indenture Obligations Collateral, or any other extension, compromise or renewal release of any Indenture Obligationsguarantor or any person liable in any manner for the collection of the Notes, or any amendment or waiver of or consent to or departure from any guaranty or the Loan Documents; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower in respect of any Grantorof the Loan Documents. Each right, includingpower and remedy of the Collateral Agent and the Noteholders provided for in this Pledge Agreement or any other Loan Document, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Collateral Agent or the Noteholders of any one or more of the rights, powers or remedies provided for in this Pledge Agreement or any other Loan Document or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Collateral Agent of all such other rights, powers or remedies, and no failure or delay on the part of the Collateral Agent to exercise any such right, power or remedy shall operate as a waiver thereof. Unless otherwise required by the Loan Documents, no notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar other circumstances or constitute waiver of any of the rights of the Collateral Agent to any other or further action in any circumstances without limitation, demand or notice. The obligations of the Borrower under the Loan Documents are with full recourse to the Borrower and the Borrower shall remain liable for any and all suretyship defensesdeficiency upon the exercise of remedies by Collateral Agent.
Appears in 1 contract
Sources: Pledge and Security Agreement (Altiva Financial Corp)
Security Interest Absolute. All rights The obligations of the Collateral Agent Grantor hereunder shall remain in full force and the security interests granted to the Collateral Agent hereundereffect without regard to, and all obligations shall not be affected or impaired by the following, any of Grantors hereunderwhich may be taken without the consent of, to or notice to, the extent permitted by applicable lawGrantor, are absolute and unconditional, irrespective ofnor shall any of the following give the Grantor any recourse or right of action against the Lenders:
(ai) Any any lack of validity or enforceability of, or any release or discharge of the Indenture, the Notes Borrower or any other Indenture Document; or
(b) The failure of Loan Party from liability under, the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes Credit Agreement or any other Indenture Document or otherwise, orLoan Document;
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations (as defined in the Credit Agreement) or any other extension, compromise amendment or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification waiver of, or any consent to departure from, the Notes Credit Agreement or any other Indenture Loan Document; or;
(fiii) Any additionany subordination, compromise, exchange, release, surrender nonperfection or nonperfection liquidation of any collateral (including the Collateral)collateral, or any release, amendment to or waiver or release of or addition to of, or consent to departure from from, any other guaranty, for any or all of the Indenture Obligations (as defined in the Credit Agreement);
(iv) any express or implied amendment, modification, renewal, supplement, extension or acceleration of the Obligations (as defined in the Credit Agreement) or any of the Loan Documents;
(v) any exercise or nonexercise by the Lenders of any right or privilege under this Agreement or any of the other Loan Documents;
(vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Grantor, the Borrower or any other guarantor of the Obligations (as defined in the Credit Agreement) or any action taken with respect to this Agreement by any trustee, receiver or court in any such proceeding, whether or not the Grantor shall have had notice or knowledge of any of the foregoing;
(vii) any assignment or other transfer, in whole or in part, of this Agreement or any of the other Loan Documents;
(viii) any acceptance of partial performance of the Obligations (as defined in the Credit Agreement);
(ix) any consent to the transfer of, or any bid or purchase at sale of, any collateral for the Obligations; or
(gx) Any any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower or any Grantor, including, without limitation, guarantor (other than payment by the Borrower or any and all suretyship defensesother Loan Party of the Obligations).
Appears in 1 contract
Sources: Guarantor Security Agreement (Univision Communications Inc)
Security Interest Absolute. The Borrower hereby waives demand, notice, protest, notice of acceptance of this Amended and Restated Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any i. any illegality or lack of validity or enforceability of the Indenture, the Notes any obligation or Borrower hereunder or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or ii. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the obligations of Borrower hereunder, or any rescission, waiver, amendment or other modification of this Amended and Restated Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of additional credit or otherwise;
iii. any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations obligations of the Borrower hereunder;
iv. any manner of sale, disposition or application of proceeds of any collateral or any other extensioncollateral or other assets to all or part of the obligations of the Borrower hereunder;
v. any default, compromise failure or renewal delay, willful or otherwise, in the performance of the obligations of the Borrower hereunder;
vi. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or
vii. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the loans granted hereunder or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Borrower or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Bank One and the security interests Security Interests granted to the Collateral Agent hereunder, and all obligations each of Grantors hereunderthe Grantor's Obligations, shall, to the extent permitted by applicable law, are be absolute and unconditional, unconditional irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes Swing Line Note or Bank One Letter of Credit, or any other Indenture Document; oragreement or instrument relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event amendment or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, waiver of or any consent to departure from, the Notes Credit Agreement, Swing Line Note or Bank One Letter of Credit, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Borrower or otherwise;
(c) any taking and holding of Patent and Trademark Collateral or guarantees for all or any other Indenture Documentof the Secured Obligations; or
(f) Any additionor any amendment, alteration, exchange, releasesubstitution, surrender transfer, enforcement, waiver, subordination, termination or release of any Patent and Trademark Collateral or such guarantees, or any nonperfection of any collateral (including the Patent and Trademark Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any such guaranty;
(d) any manner of application of Patent and Trademark Collateral, for or proceeds thereof, to all or any of the Indenture Secured Obligations, or the manner of sale or other disposition of any Patent and Trademark Collateral;
(e) any consent by any Lender, the Issuer, the Swing Line Lender or the Agent to the change, restructuring or termination of the corporate structure or existence of any Grantor and any corresponding restructure of the Secured Obligations, or any other restructure or refinancing of the Secured Obligations or any portion thereof;
(f) any modification, compromise, settlement or release by the Agent or any Lender, the Issuer or the Swing Line Lender, by operation of law or otherwise (except any of the foregoing with respect to this Agreement), collection or other liquidation of the Secured Obligations or the liability of any Grantor, or of the Patent and Trademark Collateral, in whole or in part, and any refusal of payment by the Agent or any Lender, the Issuer or the Swing Line Lender, in whole or in part, from any obligor, any Grantor in connection with any of the Secured Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, any Grantor; or
(g) Any any other circumstances which circumstance (other than by operation of law) that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor. The granting of a Security Interest in the Patent and Trademark Collateral shall continue to be effective or shall be reinstated, as the case may be, if at any Grantortime any payment of any of the Secured Obligations is rescinded or must otherwise be returned by Bank One or any Lender, includingthe Issuer or the Swing Line Lender upon the insolvency, without limitationbankruptcy or reorganization of any Grantor or otherwise, any and all suretyship defenses.as though such payment had not been made. 11 12
Appears in 1 contract
Sources: Patent and Trademark Security Agreement (Telxon Corp)
Security Interest Absolute. All rights of the Collateral Facility Agent and the security interests granted to the Collateral Facility Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and Lenders and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following:
(a) a. Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or
(b) b. The failure of the Collateral Administrative Agent or any Lender or any holder of a any Note:
(i) 1. To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) 2. To exercise any right or remedy against any other Obligor of, or any collateral securing securing, any obligations of Grantors any Borrower owing to the Secured Partiesany Lender; or
(c) c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) e. Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) f. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or terms of any other Indenture Loan Document; or
(f) g. Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsSecured Obligation; or
(g) h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorGrantor or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Grantor hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation.
Appears in 1 contract
Sources: Master Security Agreement, Collateral Assignment and Equity Pledge (Bizness Online Com)
Security Interest Absolute. All rights of the Collateral Agent Trustee and the security interests granted to the Collateral Agent Trustee hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes any Note or any other Indenture Note Document; or;
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Issuer Grantor, any other Obligor or any other Person under the provisions of the Notes or Indenture, any Note, any other Indenture Note Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Indenture, any Note or any other Indenture Note Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any the Issuer Grantor, includingany other Obligor, without limitation, or any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Intercreditor Agreement, the Senior Secured Note Indenture, the Notes Term Loan Agreement, any Term Loan Note, any Senior Secured Note, any Collateral Document or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under the provisions of the Notes Intercreditor Agreement, the Senior Secured Note Indenture, the Term Loan Agreement, any Term Loan Note, any Senior Secured Note, any Collateral Document or any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Intercreditor Agreement, the Senior Secured Note Indenture, the Term Loan Agreement, any Term Loan Note, any Senior Secured Note, any Collateral Document, or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. The Borrower hereby waives demand, notice, protest, notice of acceptance of this Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any i. any illegality or lack of validity or enforceability of the Indenture, the Notes any obligation or Borrower hereunder or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or ii. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the obligations of Borrower hereunder, or any rescission, waiver, amendment or other modification of this Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of additional credit or otherwise;
iii. any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations obligations of the Borrower hereunder;
iv. any manner of sale, disposition or application of proceeds of any collateral or any other extensioncollateral or other assets to all or part of the obligations of the Borrower hereunder;
v. any default, compromise failure or renewal delay, willful or otherwise, in the performance of the obligations of the Borrower hereunder;
vi. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or
vii. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the loans granted hereunder or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Borrower or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Security Interest Absolute. All To the extent not prohibited by PRC law, all rights of the Collateral Agent CCT Shanghai and the pledge and security interests granted to the Collateral Agent hereundercreated under this Agreement in favor of CCT Shanghai, and all obligations Secured Obligations of Grantors hereunderthe CCL under the Pledge Documents, to the extent permitted by applicable law, are shall be absolute and unconditional, independent irrespective of:
(a) Any lack approval or consent to any amendment, renewal, restatement, termination, modification or revision of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orPledge Documents;
(b) The failure modification, amendment, supplement or waiver of any provision of any Pledge Documents, including changing the Collateral Agent terms and conditions of disbursement of credit proceeds, renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on the credits or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orpart thereof;
(c) Any change in the timeany Advance of additional funds, manner extension of additional credit or place of payment of, affording other financial accommodations to or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orfor CCL;
(d) Any reduction, limitation, impairment CCT Shanghai’s acceleration or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge postponement of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability time for performance of, or any other event modification, amendment, supplement or occurrence affectingwaiver of, any Indenture of the Secured Obligations); or, or granting a forbearance with respect thereto;
(e) Any amendment tothe taking and holding of other security for the performance of any Secured Obligations, rescissionaccepting additional or substituted security for the same, waiverand exchanging, enforcing, waiving, releasing, compromising, failing to perfect and selling or other modification of, or otherwise disposing of any consent to departure from, the Notes or any other Indenture Document; orsuch security;
(f) Any addition, exchange, release, surrender or nonperfection the application of any collateral (including security for the Collateral), performance of any Secured Obligations and directing the order or any amendment to or waiver or release manner of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; orsale thereof as CCT Shanghai may determine;
(g) Any the Release or discharge of Pledgors; and
(h) accepting, adding, settling, compromising with, releasing or substituting of endorsers, guarantors or other circumstances obligors of or with respect to the Secured Obligations. Each Pledgor agrees that CCT Shanghai may, at any time and from time to time, without notice to or demand upon the Pledgors, irrespective of any change in the financial condition of the Pledgors or CCL, perform or not perform any or all of the foregoing acts without affecting the Secured Obligations of such Pledgors hereunder. Each Pledgor agrees that its Secured Obligations hereunder will not be impaired or affected in any way by the performance or non-performance by CCT Shanghai of any of the foregoing acts and that such Pledgor will not be released by any act or event which might otherwise constitute a defense available to, or be deemed a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesof a guarantor or a surety.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) Any lack With respect to each Subsidiary, Prudential is hereby authorized, without notice to or demand upon any Subsidiary, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of validity any Subsidiary hereunder (which shall remain absolute and unconditional notwithstanding any such action or enforceability of the Indentureomission to act), the Notes or any other Indenture Document; or
(b) The failure of the Collateral Agent or any holder of a Notefrom time to time, to:
(i) To assert any claim supplement, renew, extend, accelerate or demand or to enforce any right or remedy under otherwise change the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of time for payment of, or in any other term ofterms relating to, all or any of the Indenture Obligations or any other extensionportion thereof, compromise or renewal of otherwise modify, amend or change the terms, or waive or otherwise consent to noncompliance with any Indenture Obligations; or
(d) Any reductionprovision, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Note Agreement or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Transaction Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, increase the rate of interest thereon;
(ii) receive, take and hold security or collateral for the payment or performance of the Obligations, or any part thereof, and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such security or collateral;
(iii) settle, release, compromise, collect or otherwise liquidate the Obligations, or any part thereof, in any manner;
(iv) add, release or substitute any one or more guarantors, makers or endorsers of all or any part of the Obligations, and otherwise deal with the Company or any guarantor, maker or endorser as Prudential may elect in its sole discretion;
(v) apply any and all suretyship defensespayments or recoveries from the Company or any Subsidiary, from the Company or any guarantor, maker or endorser of all or any part of the Obligations, or any collateral to the Obligations in such order as Prudential in its sole discretion may determine, whether any or all of the Obligations are secured or unsecured or guaranteed or not guaranteed by others.
(b) Each Subsidiary hereby agrees that its obligations under this Agreement are absolute and unconditional and shall not be discharged or otherwise affected as a result of:
(i) the invalidity or unenforceability of any security for or guaranty of all or any part of the Obligations or of the Note Agreement or any other Transaction Document, or the lack of perfection or failure of priority of any security for all or any part of the Obligations;
(ii) the absence of any attempt to collect the Obligations, or any portion thereof, from the Company or any other Person or other action to enforce the same;
(iii) any failure by Prudential to acquire, perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for all or any part of the Obligations;
(iv) the avoidance of any lien or security interest in favor of Prudential for any reason;
(v) any borrowing or grant of a security interest by the Company or any guarantor, as debtor-in-possession, or extension of credit, under Title 11 of the United States Code (the "Bankruptcy Code"); the disallowance, under the Bankruptcy Code, of all or any portion of Prudential's claim(s) for repayment of the Obligations; any use of cash collateral under the Bankruptcy Code; any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Fixed Assets Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrowers, any other Obligor or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, otherwise or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orFixed Assets Obligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Fixed Assets Obligations or any other extension, compromise or renewal of any Indenture Fixed Assets Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Fixed Assets Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Fixed Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orFixed Assets Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Fixed Assets Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Fixed Assets Security Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes any Note or any other Indenture Related Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Agent
(i) To to assert any claim or demand or to enforce any right or remedy against the Company, any other Grantor or any other Person under the provisions of the Notes or Indenture, any Note, any other Indenture Related Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Indenture, any Note or any other Indenture Related Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Company, any other Grantor, including, without limitation, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted hereunder to the Collateral Agent hereunderPledgee and the Custodian on the Pledgee's behalf, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Pledge Agreement or any other Indenture Operative Document; or,
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To Pledgee to assert any claim or demand or to enforce any right or remedy against the Pledgor or any other Person under the provisions of the Notes or any other Indenture Operative Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orCertificate A Pledge Agreement
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orthe Pledgee or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of the any other Indenture Operative Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Pledgor or Pledgee or any Grantor, including, without limitation, any and all suretyship defensesother Person.
Appears in 1 contract
Sources: Pledge Agreement (Brookdale Living Communities Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditionalunconditional and, irrespective ofwithout limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) Any lack of validity any extension, renewal, settlement, compromise, waiver or enforceability release in respect of the IndentureLoan, the Notes Note or any other Indenture Documentdocument evidencing or securing the Loan, by operation of law or otherwise;
(b) any modification or amendment or supplement to the Note or any other document evidencing or securing the Loan;
(c) any release, non-perfection or invalidity of any direct or indirect security for the Loan;
(d) any change in the existence, structure or ownership of Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower or its assets or any resulting disallowance, release or discharge of all or any portion of the Loan;
(e) the existence of any claim, set-off or other right which Grantor may have at any time against Borrower, the Lender or any other person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability of all or any portion of the Loan as to Borrower for any reason, or any provision of applicable law or regulation purporting to prohibit the payment by Borrower of the Loan;
(g) any failure by the Lender (i) to file or enforce a claim against Borrower or its estate (in a bankruptcy or other proceeding), (ii) to give notice of the existence, creation or incurring by Borrower of any new or additional indebtedness or obligation under or with respect to the Loan, (iii) to commence any action against Borrower, (iv) to disclose to Grantor any facts which the Lender may now or hereafter know with regard to Borrower or (v) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Loan; or
(bh) The failure any other act or omission to act or delay of any kind by Borrower or the Collateral Agent Lender or any holder of a Note:
(i) To assert other person or any claim or demand or to enforce any right or remedy under other circumstance whatsoever which might, but for the provisions of the Notes or any other Indenture Document or otherwisethis clause, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any of Grantor, including, without limitation, any and all suretyship defenses’s obligations hereunder.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Geospatial Corp)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Amended and Restated Credit Agreement or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Notes or Amended and Restated Credit Agreement, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; orGrantor or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Grantor or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Grantor or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations of the Grantor, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Amended and Restated Credit Agreement or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any the Grantor, including, without limitationany other Obligor, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Assignment and Security Agreement (Nextel Partners Inc)