Security Interest Absolute. All rights of Pledgee and the security interests granted to Pledgee hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, irrespective of (a) any lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety or any guarantor.
Appears in 3 contracts
Sources: Put Agreement, Put Agreement (Nant Health, LLC), Put Agreement
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the security interests granted to Pledgee the Collateral Agent hereunder, and all obligations of Pledgor Grantors hereunder, shall be to the extent permitted by applicable law, are absolute and unconditional, irrespective of of:
(a) any Any lack of validity or enforceability of the Put AgreementIndenture, the Notes or any other Indenture Document; or
(b) the The failure of Pledgee the Collateral Agent or any holder of a Note:
(i) to To assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement Notes or any other Indenture Document or otherwise, or 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 ObligationsParties; 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 Secured Indenture Obligations or any other extension, compromise or renewal of any Secured ObligationIndenture Obligations; or
(d) any Any reduction, limitation, impairment or termination of any Secured Indenture Obligations for any reasonreason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to compromise (and Pledgor the Grantors hereby waives waive any right to or claim of) of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Indenture Obligations); or
(e) any Any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, the Notes or any of the terms of the Put Agreementother Indenture Document; or
(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 Secured Indenture Obligations; or or
(g) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Grantor, including, without limitation, any surety or any guarantorand 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. All rights of Pledgee the Collateral Trustee and the security interests granted to Pledgee the Collateral Trustee hereunder, and all obligations of Pledgor the Company hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of any of the Put Agreement; Secured Debt Documents,
(b) the failure of Pledgee any Secured Party or any holder of any Secured Obligation
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Company, Pledgor any other Obligor or any other Person under the provisions of any of the Put Agreement Secured Debt Documents or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligations of the Company or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of the Company or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations of the Company or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Company hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations of the Company, any other Obligor or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of any of the Put Agreement; Secured Debt Documents,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Company, any other Obligor, any surety or any guarantor.
Appears in 3 contracts
Sources: Note Pledge Agreement (Calpine Corp), Pledge Agreement (Calpine Corp), Pledge Agreement (Calpine Corp)
Security Interest Absolute. All rights of the Pledgee and the security interests granted to the Pledgee hereunder, and all obligations of each Pledgor hereunder, shall be joint and several and shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Agreement; Credit Agreement or any other Loan Document;
(b) the failure of Pledgee the Pledgee
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor any Obligor or any other Person under the provisions of the Put Agreement Credit Agreement, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Credit Agreement or any other Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Obligor, any surety or any guarantor.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the security interests granted to Pledgee the Collateral Agent hereunder, and all obligations of Pledgor Grantors hereunder, shall be are absolute and unconditional, irrespective of of:
(a) any Any lack of validity or enforceability of the Put AgreementIndenture, the Notes or any other Indenture Document; or
(b) the The failure of Pledgee the Collateral Agent or any holder of a Note:
(i) to To assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement Notes or any other Indenture Document or otherwise, or 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 ObligationsParties; 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 Secured Indenture Obligations or any other extension, compromise or renewal of any Secured ObligationIndenture Obligations; or
(d) any Any reduction, limitation, impairment or termination of any Secured Indenture Obligations for any reasonreason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to compromise (and Pledgor Grantors hereby waives waive any right to or claim of) of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Indenture Obligations); or
(e) any Any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, the Notes or any of the terms of the Put Agreementother Indenture Document; or
(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 Secured Indenture Obligations; or or
(g) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Grantor, including, without limitation, any surety or any guarantorand all suretyship defenses.
Appears in 3 contracts
Sources: Pledge and Security Agreement (Castle a M & Co), Pledge and Security Agreement (Castle a M & Co), Pledge and Security Agreement (Castle a M & Co)
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 Pledgee the Trustee and the pledge, assignment and security interests granted to Pledgee interest hereunder, and all obligations of Pledgor the Grantor hereunder, shall be irrevocable, 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 lack of validity or enforceability of the Put Agreement; (b) Indenture, the failure of Pledgee (i) to assert Notes, any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Security Document or any other Person under the provisions of the Put Agreement agreement or otherwise, or instrument relating thereto;
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (cb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extensionobligations under the Indenture, compromise the Notes or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofSecurity Document, or any other event amendment or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, of or any consent to any departure fromfrom the Indenture, the Notes or any Security Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Company, any of the terms of the Put Agreement; its Subsidiaries or otherwise;
(fc) any additiontaking, 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 Secured Obligations;
(d) any manner of application of Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other 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; or and
(gf) any other circumstances which circumstance (including without limitation any statute of limitations) that might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Grantor or any guarantora 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 Pledgee the Collateral Agent and the security interests granted to Pledgee interest hereunder, and all obligations of Pledgor the Authority hereunder, shall be absolute and unconditional, unconditional irrespective of of:
(a) any lack of validity or enforceability of this Agreement, the Put Agreement; ▇▇▇▇, or any other Sale Document;
(b) the failure of Pledgee (i) Collateral Agent or the Trust to assert any claim or demand or to enforce any right or remedy against Pledgorthe Authority, Pledgor any affiliate of the Authority or any other Person under the provisions of this Agreement, the Put Agreement ▇▇▇▇, any Sale Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured 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 Secured Obligation; consent to any departure from this Agreement or any Sale Document;
(d) any reduction, limitation, impairment or termination of any Secured Obligations of the Sale Documents for any reason, but including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and Pledgor the Authority hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Sale Document or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of this Agreement, the Put Agreement; ▇▇▇▇ or any Sale Document;
(f) any addition, 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 guaranty, for any of other security interest held by Collateral Agent under the Secured Obligations; Deposit and Disbursement Agreement or the ▇▇▇▇;
(g) any bankruptcy or insolvency of the Trust, the Authority or any other circumstances 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 deficiency; or
(i) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Authority or any guarantorthird party pledgor (other than the defense of payment).
Appears in 2 contracts
Sources: Authority PSL Account Agreement, Authority PSL Account Agreement
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 Pledgee Secured Party and the pledge, assignment and security interests granted to Pledgee interest hereunder, and all obligations of Pledgor Debtor hereunder, shall be irrevocable, absolute and unconditionalunconditional irrespective of, irrespective of and Debtor hereby irrevocably waives (ato 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:
(i) Any lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Loan Document or any other Person under the provisions of the Put Agreement agreement or otherwise, or instrument relating thereto;
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured 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 Secured Obligations under or in respect of the Loan Documents or any other extension, compromise amendment or renewal waiver of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (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 Obligations resulting from the extension of the terms of the Put Agreement; additional credit to Debtor or otherwise;
(fiii) any additionAny taking, exchange, release, surrender release or nonperfection non-perfection of any collateral (including the Collateral)Collateral or any 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 Secured Obligations; ;
(iv) Any manner of application of any Collateral or (g) any other circumstances which might otherwise constitute a defense available tocollateral, or a legal or equitable discharge ofproceeds thereof, Pledgor, any surety to all or any guarantorof 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
(vii) Any failure of any other 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 be returned by Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of Debtor or otherwise, all as 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 Pledgee the Administrative Agent and the security interests granted to Pledgee the Administrative Agent hereunder, and all obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Agreement; any Loan Document;
(b) the failure of Pledgee any Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor the Borrowers or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, or otherwise or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reasonreason (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Borrower, any surety or any guarantor.
Appears in 2 contracts
Sources: Security Agreement (Sterling Chemicals Inc), Security Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of Pledgee the Administrative Agent and the security interests granted to Pledgee the Administrative Agent hereunder, and all obligations of each Pledgor hereunder, shall be joint and several and shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; Credit Agreement or any other Loan Document;
(b) the failure of Pledgee any Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor any Obligor or any other Person under the provisions of the Put Agreement Credit Agreement, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Credit Agreement or any other Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Titan Corp), Credit Agreement (Titan Corp)
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the security interests granted to Pledgee the Collateral Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditionalunconditional with respect to the Secured Obligations, irrespective of of
(a) any lack of validity or enforceability of the Put Credit Agreement; , any Note, any other Loan Document or the FII Guaranty,
(b) the failure of Pledgee any Secured Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Credit Agreement, any Note, any other Loan Document, the FII Guaranty or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; ,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ,
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; , any Note, any other Loan Document or the FII Guaranty,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any other Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Foamex Capital Corp), Pledge Agreement (Foamex Capital Corp)
Security Interest Absolute. All rights of Pledgee the Agent and the security interests granted to Pledgee the Agent hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Credit Agreement; , any Note or any other Loan Document,
(b) the failure of Pledgee any Lender Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Credit Party or any other Person under the provisions of the Put Agreement Credit Agreement, any Note, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligations of the Borrower,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of the Borrower,
(d) any reduction, limitation, impairment or termination of any Secured Obligations of the Borrower for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations of the Borrower or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; , any Note or any other Loan Document,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any other 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 Pledgee the Administrative Agent and the security interests granted to Pledgee the Administrative Agent hereunder, and all obligations of each Pledgor hereunder, shall shall, to the fullest extent permitted by applicable law, be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Credit Agreement; , any Note, any Rate Protection Agreement or any other Loan Document,
(b) the failure of Pledgee any Lender Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, any Pledgor or any other Obligor or any other Person under the provisions of the Put Agreement Credit Agreement, any Note, any Rate Protection Agreement, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation of the Borrower, any Pledgor or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of the Borrower, any Pledgor or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation of the Borrower, any Pledgor or any other Obligor for any reasonreason (other than the repayment in full of all Secured Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation of the Borrower, any Pledgor or any other Obligor or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; , any Note, any Rate Protection Agreement or any other Loan Document,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any Pledgor, any other 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 Pledgee the Administrative Agent and the security interests Liens granted to Pledgee the Administrative Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; any Loan Document,
(b) the failure of Pledgee any Fixed Assets Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against the Pledgor, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Loan Documents or otherwise, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Fixed Assets Obligations of the Pledgor or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Fixed Assets Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of the Pledgor or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations Fixed Assets Obligation of the Pledgor or any other Obligor for any reasonreason (other than the repayment in full and in cash of all Fixed Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Fixed Assets Obligation of the Pledgor, any other Obligor or otherwise,
(e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Loan Documents,
(f) 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 Secured Fixed Assets Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Pledgor, any other Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Sterling Chemical Inc), Pledge Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of Pledgee the Lender and the security interests granted to Pledgee the Lender hereunder, and all obligations of Pledgor the Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Credit Agreement; , any Note or any other Loan Document;
(b) the failure of Pledgee the Lender or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Credit Agreement, any Note, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; ;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; , any Note or any other Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any other 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 Pledgee Lender and the security interests granted to Pledgee Lender hereunder, and all obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity validity, legality or enforceability of the Put Agreement; any Loan Document;
(b) the failure of Pledgee Lender:
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorany Grantor, Pledgor or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, or ; or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; , including any increase in the Secured Obligations resulting from the extension of additional credit to Grantors or otherwise;
(d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Grantor, any surety or any guarantorguarantor or otherwise, including as a result of any proceeding of the nature referred to in Section 14.1(c — g) of the Loan Agreement.
Appears in 2 contracts
Sources: Security Agreement (Adcare Health Systems, Inc), Security Agreement (Adcare Health Systems, Inc)
Security Interest Absolute. All rights of Pledgee and the security interests of the Agent, for the benefit of the Secured Parties, granted to Pledgee hereunder, and all obligations of Pledgor the Borrower hereunder, shall be absolute and unconditional, irrespective of of, and shall not be impaired or affected by:
(a) any lack of validity or enforceability of the Put Agreement; , this Security Agreement or any other Loan Document;
(b) 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 Pledgee the Secured Parties:
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor the Borrower or any other Person under the provisions of the Put Agreement, this Security Agreement or otherwiseany other Loan Document or under any applicable law, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Collateral;
(cd) any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extensionamendment, compromise modification, or renewal of waiver of, or any Secured Obligation; consent to or any departure from, the Agreement, this Security Agreement, any other Loan Document or any other Instrument relating to any thereof;
(de) any increase, reduction, limitation, impairment or termination of any Secured the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability unenforceability, or lack of genuineness of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms Obligations (and the Borrower hereby waives any right to or claim of the Put Agreement; any such defense or set-off, counterclaim, recoupment or termination);
(f) any additionsale, 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 Secured Obligations; or ;
(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
(h) any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, Pledgor, any surety or any guarantorthe Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Delta Beverage Group Inc), Security Agreement (Delta Beverage Group Inc)
Security Interest Absolute. All rights of Pledgee the Administrative Agent and the security interests Liens granted to Pledgee the Administrative Agent hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; any Loan Document,
(b) the failure of Pledgee any Fixed Assets Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against any Pledgor, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Loan Documents or otherwise, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Fixed Assets Obligations of any Pledgor or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Fixed Assets Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of any Pledgor or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations Fixed Assets Obligation of any Pledgor or any other Obligor for any reasonreason (other than the repayment in full and in cash of all Fixed Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Fixed Assets Obligation of any Pledgor, any other Obligor or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Loan Documents,
(f) 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 Secured Fixed Assets Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Pledgor, any other Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Sterling Chemical Inc), Obligor Pledge Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of Pledgee Secured Party and the security interests Security Interest granted to Pledgee Secured Party hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Note Purchase Agreement; , the Note or any other Related Document,
(b) the failure of Pledgee Secured Party:
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement Note Purchase Agreement, the Note, any other Related Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; the Note,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Note,
(d) any reduction, limitation, impairment or termination of any Secured Obligations the Note for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; the Note or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Note Purchase Agreement; , the Note or any other Related Document,
(f) 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 Secured Obligations; or Note, or
(g) any other circumstances which that might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety or any guarantor.
Appears in 2 contracts
Sources: Subi Certificate Pledge Agreement (Rochdale High Yield Advances Fund LLC), Subi Certificate Pledge Agreement (Rochdale Structured Claims Fixed Income Fund LLC)
Security Interest Absolute. All rights of the Pledgee and the security interests granted to the Pledgee hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; Notes or any other Document or any instrument or document relating thereto;
(b) the failure of Pledgee the Pledgee:
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, the Pledgor or any other Person under the provisions of the Put Agreement Notes or otherwise, or ; or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any of the Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any of the Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Notes or any other Document or any instrument or document relating thereto;
(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 Secured Obligations; or or
(g) 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, the Pledgor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Goldman Sachs Group Inc), Pledge Agreement (Goldman Sachs Group Inc)
Security Interest Absolute. All rights of Pledgee the Agent and the security interests granted to Pledgee the Agent hereunder, and all obligations of Pledgor the Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Credit Agreement; , any Note, any Rate Protection Agreement with a Lender or any other Loan Document;
(b) the failure of Pledgee any Lender Party or any holder of any Note;
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Grantor, Pledgor any Obligor or any other Person under the provisions of the Put Credit Agreement, any Note, any Rate Protection Agreement with a Lender, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ;
(d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reasonreason (other than repayment in full of the Secured Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; , any Note, any Rate Protection Agreement with a Lender or any other Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Grantor, any surety other Obligor or any guarantorotherwise.
Appears in 2 contracts
Sources: Security Agreement (Key Components LLC), Security Agreement (Key Components Finance Corp)
Security Interest Absolute. All rights of Pledgee the Agent and the security interests granted to Pledgee the Agent hereunder, and all obligations of the Pledgor hereunder, shall shall, to the fullest extent permitted by applicable law, be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Credit Agreement; , any Note, any Rate Protection Agreement with a Lender or any other Loan Document,
(b) the failure of Pledgee any Lender Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against the Pledgor, Pledgor any other Obligor or any other Person under the provisions of the Put Credit Agreement, any Note, any Rate Protection Agreement with a Lender, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation of the Pledgor or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of the Pledgor or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation of the Pledgor or any other Obligor for any reasonreason (other than the repayment in full of all Secured Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation of the Pledgor, any other Obligor or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; , any Note, any Rate Protection Agreement or any other Loan Document,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Pledgor, any other 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 Pledgee the Designated Purchaser and the Secured Parties and the security interests granted to Pledgee the Secured Parties hereunder, and all obligations of Pledgor Grantor hereunder, shall be absolute and unconditional, irrespective of any of the following conditions, occurrences or events:
(a) any lack of validity or enforceability of the Put Agreement; any Transaction Document;
(b) the failure of Pledgee (i) the Designated Purchaser or any Secured Party to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Grantor or any other Person under the provisions of the Put Agreement any Transaction Document or otherwise, otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured 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 reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Transaction Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety Grantor or any guarantorotherwise.
Appears in 2 contracts
Sources: Note Purchase Agreement (Diomed Holdings Inc), Secured Loan Agreement (Diomed Holdings Inc)
Security Interest Absolute. All rights of Pledgee Collateral Agent and the security interests granted to Pledgee Collateral Agent hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, irrespective of (a) any lack of validity or enforceability of the Put Agreement; Credit Agreements, any Note or any other Loan Document, (b) the failure of Pledgee any Lender Party or any holder of any Note, (i) to assert any claim or demand or to enforce any right or remedy against PledgorBorrower, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Credit Agreements, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligations of Borrower or any other Obligor, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of Borrower or any other Obligor, (d) any reduction, limitation, impairment or termination of any Secured Obligations of Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations of Borrower, any other Obligor or otherwise, (e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Credit Agreements, any Note or any other Loan Document, (f) 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 Secured Obligations; , or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, PledgorBorrower, any other 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 Pledgee Administrative Agent and the Lenders and the security interests granted to Pledgee Administrative Agent hereunder, and all obligations of Pledgor each Grantor hereunder, shall be are absolute and unconditional, irrespective of the occurrence of any one or more of the following:
(a) any Any lack of validity or enforceability of the Put Agreementany Loan Document; or
(b) the The failure of Pledgee Administrative Agent or any Lender or any holder of any Note:
(i) to To assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, or or
(ii) to To exercise any right or remedy against any guarantor other Grantor of, or any collateral securing, any Secured Obligationsobligations of any Borrower or any other Grantor owing to any Lender; (c) or any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any Obligation; or
(c) Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation; or
(d) any Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; or
(e) any Any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreementany Loan Document; or
(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 Secured ObligationsObligation; or or
(g) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Grantor or its obligations hereunder, including, without limitation, any surety and all suretyship defenses. Each Grantor hereby waives any right to or any guarantorclaim 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 Pledgee the Lenders and the security interests granted to Pledgee the Lenders hereunder, and all obligations of Pledgor the Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; Notes;
(b) the failure of Pledgee any Lender or any holder of a Note;
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Grantor, Pledgor or any other Person under the provisions of the Put Agreement or otherwise, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Obligation;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ;
(d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reasonreason (other than repayment in full of the Secured Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Note;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Grantor, any surety other person or any guarantorotherwise.
Appears in 1 contract
Sources: Security Agreement (Neoprobe Corp)
Security Interest Absolute. All rights and security -------------------------- interests of Pledgee and the security interests Agent granted to Pledgee hereunder, and all obligations of Pledgor each of the Companies hereunder, shall be absolute and unconditional, irrespective of of, and shall not be impaired or affected by:
(a) any lack of validity or enforceability of the Put Credit Agreement; , any other Loan Document or any other Instrument relating to any thereof or to any of the Obligations;
(b) 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 Pledgee any Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Company or, any other or any other Person under the provisions of the Put Credit Agreement or otherwiseany other Loan Document or any other agreement or Instrument relating to any thereof or under any Applicable Law, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Collateral;
(cd) any change in the time, manner manner, or place of payment of, or in any other term of, of all or any of the Secured 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 Secured Obligation; other Loan Document or any other Instrument relating to any thereof;
(de) any increase, reduction, limitation, impairment or termination of any Secured the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms Obligations (and each of the Put Agreement; Companies hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination);
(f) any additionsale, 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 Secured Obligations; or ;
(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
(h) any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, Pledgor, any surety Company or any guarantorother Principal Company.
Appears in 1 contract
Sources: Security Agreement (View Tech Inc)
Security Interest Absolute. All rights of Pledgee the Designated Note Purchaser, the Designated Lender and the Secured Parties and the security interests granted to Pledgee the Secured Parties hereunder, and all obligations of Pledgor Grantor hereunder, shall be absolute and unconditional, irrespective of any of the following conditions, occurrences or events:
(a) any lack of validity or enforceability of the Put Agreement; any Transaction Document;
(b) the failure of Pledgee (i) the Designated Note Purchaser, the Designated Lender or any Secured Party to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Grantor or any other Person under the provisions of the Put Agreement any Transaction Document or otherwise, otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured 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 reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Transaction Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety Grantor or any guarantorotherwise.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee and the security interests granted to Pledgee hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of any of the Put Agreement; Loan Documents or instruments relating thereto;
(b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (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 Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofBorrower Obligations, or any other event renewal, extension, amendment, modification or occurrence affectingwaiver of or any consent to departure from 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, Borrower, or any other Person, (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 amendment torelease, rescissionamendment, waiver waiver, modification, extension or other modification of, renewal of or any consent to departure from, any guaranty given to secure all or any of the terms Borrower Obligations or the Secured Obligations (other than a release of the Put AgreementGuaranty); or forbearance of any other action or inaction under or in respect of any of the Loan Documents;
(f) any addition, exchange, release, forbearance or surrender of or nonperfection of any other action or inaction with respect to any collateral (including 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 amendment to other Person in respect of all or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured 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 circumstances 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
(o) any other fact, circumstance or matter of any nature whatsoever (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) that might otherwise constitute a defense available to, or a legal discharge of, or equitable discharge might otherwise operate to release or affect the obligations of, Pledgor, any surety Borrower, or any guarantorother Person liable to Pledgee (or other holder of the Loan Documents) in respect of any of the Borrower Obligations, the Secured Obligations or the Loan Documents.
Appears in 1 contract
Security Interest Absolute. This Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of Pledgee the Lender and the security interests granted to Pledgee the Lender hereunder, and all obligations of Pledgor the Borrower hereunder, shall shall, to the fullest extent permitted by applicable Law, in each case, be absolute absolute, unconditional and unconditional, irrevocable irrespective of of:
(a) any lack of validity validity, legality or enforceability of the Put any Loan Document (other than this Agreement; );
(b) the failure of Pledgee the Lender (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor the Borrower or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, Collateral securing any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations Obligations, or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver or other modification of, or any consent to or departure from, any of the terms of the Put Agreement; any Loan Document;
(f) any addition, exchangeexchange or release of any Collateral or of any Person that is (or will become) a grantor, release, or any surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to to, or consent to or departure from from, any guaranty, for guaranty held by the Lender securing any of the Secured Obligations; or or
(g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorof the Borrower, any surety or any guarantor.
Appears in 1 contract
Sources: Loan and Security Agreement (Peninsula Acquisition Corp)
Security Interest Absolute. All rights of Pledgee the Lender and the security interests granted to Pledgee the Lender hereunder, and all obligations of Pledgor the Company hereunder, shall be be, to the extent permitted by applicable law, absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; Promissory Note,
(b) the failure of Pledgee the Lender or any assigned holder of the Promissory Note:
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor the Company or any other Person under the provisions of the Put Promissory Note, this Agreement or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation of the Company,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Obligation of the Company, including any increase in the Secured Obligation; Obligations resulting from the extension of additional credit to the Company or otherwise,
(d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation of the Company for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Company hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation of the Company or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Promissory Note or this Agreement; ,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Company, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Intelliworxx Inc)
Security Interest Absolute. All rights of Pledgee Collateral Agent and the security interests granted to Pledgee Collateral Agent hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, irrespective of (a) any lack of validity or enforceability of the Put Agreement; Credit Agreements, any Note or any other Loan Document, (b) the failure of Pledgee any Lender Party or any holder of any Note, (i) to assert any claim or demand or to enforce any right or remedy against PledgorBorrower, Pledgor any other Exhibit M - 7 163 Designated Entity or any other Person under the provisions of the Put Agreement Credit Agreements, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligations of Borrower or any other Designated Entity, (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of Borrower or any other Designated Entity, (d) any reduction, limitation, impairment or termination of any Secured Obligations of Borrower or any other Designated Entity for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations of Borrower, any other Designated Entity or otherwise, (e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Credit Agreements, any Note or any other Loan Document, (f) 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 Secured Obligations; , or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, PledgorBorrower, any other 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 Pledgee the Collateral Agent and the security interests granted to Pledgee interest hereunder, and all obligations of Pledgor the Authority hereunder, shall be absolute and unconditional, unconditional irrespective of of:
(a) any lack of validity or enforceability of this Agreement, the Put Agreement; BACA, or any other Sale Document;
(b) the failure of Pledgee (i) Collateral Agent or the Trust to assert any claim or demand or to enforce any right or remedy against Pledgorthe Authority, Pledgor any affiliate of the Authority or any other Person under the provisions of this Agreement, the Put Agreement BACA, any Sale Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured 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 Secured Obligation; consent to any departure from this Agreement or any Sale Document;
(d) any reduction, limitation, impairment or termination of any Secured Obligations of the Sale Documents for any reason, but including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and Pledgor the Authority hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Sale Document or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of this Agreement, the Put Agreement; BACA or any Sale Document;
(f) any addition, 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 guaranty, for any of other security interest held by Collateral Agent under the Secured Obligations; Deposit and Disbursement Agreement or the BACA;
(g) any bankruptcy or insolvency of the Trust, the Authority or any other circumstances 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 deficiency; or
(i) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Authority or any guarantorthird party pledgor (other than the defense of payment).
Appears in 1 contract
Sources: Authority PSL Account Agreement
Security Interest Absolute. All rights of Pledgee and the security interests of the Agent granted to Pledgee hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of of, and shall not be impaired or affected by
(a) any lack of validity or enforceability of the Put Agreement; Credit Agreement or any other Loan Document or any Instrument relating to any thereof or to any of the Obligations;
(bc) the failure of Pledgee any Bank or the Co-Agents
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, the Pledgor or any other Person under the provisions of the Put Credit Agreement or otherwiseany other Loan Document to which it is a party or any other Instrument relating to any thereof or under any applicable law, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Collateral;
(cd) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extensionamendment to, compromise rescission, waiver or renewal of other modification of, or any Secured Obligation; consent to any departure from, the Credit Agreement or any other Loan Document or any other Instrument relating to any thereof;
(de) any increase, reduction, limitation, impairment or termination of any Secured the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessungenuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms Obligations (and the Pledgor hereby waives any right to or claim of the Put Agreement; any such defense or set-off, counterclaim, recoupment or termination);
(f) any additionsale, exchange, release, surrender or nonperfection non-perfection of any collateral (including of the Pledged Collateral or any other Collateral), or any amendment to or waiver or release of or addition to amendment or waiver of or consent to departure from from, any guaranty, for guaranty held by the Agent or any Bank securing or guaranteeing all or any of the Secured Obligations; or ;
(g) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Pledgor or against any Bank or Co-Agent; or
(h) any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, the Pledgor, any surety or any guarantor.
Appears in 1 contract
Sources: Stock Pledge Agreement (Connectivity Technologies Inc)
Security Interest Absolute. All rights of Pledgee the Administrative Agent and the security interests granted to Pledgee the Administrative Agent hereunder, and all obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Agreement; any Loan Document;
(b) the failure of Pledgee any Fixed Assets Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrowers, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, or otherwise or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Fixed Assets Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Fixed Assets Obligations or any other extension, compromise or renewal of any Secured Obligation; Fixed Assets Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Fixed Assets Obligations for any reasonreason (other than the repayment in full and in cash of all Fixed Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Fixed Assets Obligations or otherwise;
(e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Loan Document;
(f) 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 Secured Fixed Assets Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Borrower, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Fixed Assets Security Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of Pledgee the Facility Agent and the security interests granted to Pledgee the Facility Agent hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional, irrespective of (a) ___ any lack of validity or enforceability of the Put Credit Agreement; (b) , any Note or any other Loan Document, ___ the failure of Pledgee (i) any Secured Party or any holder of any Note __ to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) __ to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; (c) , ___ any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) , ___ any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and such Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) Obligations or otherwise, ___ any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; (f) , any Note or any other Loan Document, ___ 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 Secured Obligations; , or (g) ___ any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Lender and the security interests granted to Pledgee the Lender hereunder, and all obligations of Pledgor the Grantor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Credit Agreement; , any Note, the Guarantee or any other Loan Document;
(b) the failure of Pledgee (i) the Lender to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor the Guarantor or any other Person under the provisions of the Put Agreement Credit Agreement, any Note or any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Guaranteed Obligations or any other extension, compromise or renewal of any Secured Obligation; Guaranteed Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Guaranteed Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; , any Note or any other Loan Document;
(f) 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 Secured Guaranteed Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Borrower or any guarantorthe Guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the security interests granted to Pledgee interest hereunder, and all obligations of Pledgor the Authority hereunder, shall be absolute and unconditional, unconditional irrespective of of:
(a) any lack of validity or enforceability of this Agreement, the Put Agreement; ▇▇▇▇, or any other Sale Document;
(b) the failure of Pledgee (i) Collateral Agent or the Trust to assert any claim or demand or to enforce any right or remedy against Pledgorthe Authority, Pledgor any affiliate of the Authority or any other Person under the provisions of this Agreement, the Put Agreement ▇▇▇▇, any Sale Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured 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 Secured Obligation; consent to any departure from this Agreement or any Sale Document;
(d) any reduction, limitation, impairment or termination of any Secured Obligations of the Sale Documents for any reason, but including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and Pledgor the Authority hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Sale Document or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of this Agreement, the Put Agreement; ▇▇▇▇ or any Sale Document;
(f) any addition, 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 Secured Obligationsdeficiency; or or
(gi) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Authority or any guarantorthird party pledgor (other than the defense of payment).
Appears in 1 contract
Sources: Authority PSL Account Agreement
Security Interest Absolute. All rights of Pledgee the Lender and the security interests granted to Pledgee hereunder, and all duties, and obligations of Pledgor the Affiliated Companies hereunder, shall be absolute and unconditionalunconditional and, irrespective without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any lack extension, renewal, settlement, compromise, waiver or release in respect of validity or enforceability any of the Put Agreement; Obligations, or any other document evidencing or securing such Obligations, by operation of law or otherwise;
(b) any modification or amendment or supplement to the Amended Loan Agreement, the other Loan Documents or any other document evidencing or securing any of the Obligations;
(c) any release, non-perfection or invalidity of any direct or indirect security for any of the Obligations;
(d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Affiliated Companies or its assets or any resulting disallowance, release or discharge of all or any portion of the Obligations;
(e) the existence of any claim, set-off or other right which any of the Affiliated Companies may have at any time against the Lender or any other entity or 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 relating to or against any of the Affiliated Companies for any reason of any of the Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by the Affiliated Companies of the Obligations;
(g) any failure of Pledgee by the Lender (i) to assert any file or enforce a claim against the Affiliated Companies or demand its estate (in a bankruptcy or to enforce any right or remedy against Pledgorother proceeding), Pledgor or any other Person under the provisions of the Put Agreement or otherwise, or (ii) to exercise any right give notice of the existence, creation or remedy against any guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or incurring by any of the Secured Obligations or any other extension, compromise or renewal Affiliated Companies of any Secured Obligation; new or additional indebtedness under or with respect to the Obligations, (diii) to commence any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, action against any of the terms of the Put Agreement; Affiliated Companies, (fiv) any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition disclose to or consent to departure from any guaranty, for any of the Secured Affiliated Companies any facts which 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 (gvi) any other circumstances 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 otherwise might, but for the provisions of this clause, constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety or any guarantorof the Obligations.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the security interests granted to Pledgee the Collateral Agent hereunder, and all obligations of Pledgor each Assignor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Indenture or any Security Agreement; ;
(b) the failure of Pledgee the Collateral Agent or any Holder
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor the Assignors or any other Person under the provisions of the Put Indenture or any Security Agreement or otherwise, or otherwise or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reasonreason (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Assignor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Indenture or any Security Agreement; ;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Assignor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the security interests granted to Pledgee the Collateral Agent hereunder, and all obligations of Pledgor each Assignor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Indenture or this Agreement; ;
(b) the failure of Pledgee the Collateral Agent or any Holder
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor the Assignors or any other Person under the provisions of the Put Indenture or this Agreement or otherwise, or otherwise or
(ii) to exercise any right or remedy against any guarantor of, or collateral Collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reductionredaction, limitation, impairment or termination of any Secured Obligations for any reasonreason (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Assignor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Indenture or this Agreement; ;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Assignor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee Lender and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to Pledgee Lender hereunder, and all obligations of Pledgor each Borrower hereunder, shall be are absolute and unconditional, irrespective of (a) the occurrence of any one or more of the following:
a. Any lack of validity or enforceability of the Put Credit Agreement; (b) the or
b. The failure of Pledgee (i) to Lender or any holder of any Note:
i. To assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Credit Agreement or otherwise, or (or
ii) to . To exercise any right or remedy against any guarantor other Borrower of, or any collateral securing, any Secured Obligationsobligations of any Borrower owing to Lender; (c) any or
c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation; (d) any or
e. Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any or
f. Any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; (f) any or
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 Secured ObligationsObligation; or (g) any or
h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Borrower or its obligations hereunder, including, without limitation, any surety and all suretyship defenses. Each Borrower hereby waives any right to or any guarantorclaim 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 Pledgee the Administrative Agent and the security interests granted to Pledgee the Administrative Agent hereunder, and all obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Credit Agreement; , any Note or any other Loan Document;
(b) the failure of Pledgee any Secured Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorany Borrower, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Credit Agreement, any Note, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; , any Note or any other Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Borrower, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Security and Pledge Agreement (World Almanac Education Group Inc)
Security Interest Absolute. All rights of Pledgee and the security interests granted to Pledgee Lender hereunder, and all obligations of Pledgor the Grantor hereunder, shall be absolute and unconditionalunconditional and, irrespective without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any lack of validity extension, renewal, settlement, compromise, waiver or enforceability release in respect of the Put Agreement; Loan, the Note or any other document evidencing or securing the Loan, by operation of law or otherwise;
(b) any modification or amendment or supplement to the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Note or any other Person under document evidencing or securing the provisions of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Loan;
(c) any release, non-perfection or invalidity of any direct or indirect security for the Loan;
(d) any change in the timeexistence, manner structure or place ownership of payment ofBorrower, or in any insolvency, bankruptcy, reorganization or other term ofsimilar proceeding affecting Borrower or its assets or any resulting disallowance, release or discharge of all or any portion of the Secured Obligations 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 extensionperson, compromise whether in connection herewith or renewal any unrelated transactions; provided, that nothing herein shall prevent the assertion of any Secured Obligation; such claim by separate suit or compulsory counterclaim;
(df) any reduction, limitation, impairment invalidity or termination unenforceability of all or any Secured Obligations portion of the Loan as to Borrower for any reason, including or any claim provision of waiver, release, surrender, alteration applicable law or compromise, and shall not be subject regulation purporting to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever prohibit the payment by reason Borrower of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or Loan;
(g) any failure by the Lender (i) to file or enforce a claim against Borrower or its estate (in a bankruptcy or other circumstances 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 might otherwise 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
(h) any other act or omission to act or delay of any kind by Borrower or the Lender or any other 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, Pledgor, any surety or any guarantorof Grantor’s obligations hereunder.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Geospatial Corp)
Security Interest Absolute. All rights of Pledgee and the security interests granted to Pledgee hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, irrespective of (a) With respect to each Subsidiary, Prudential is hereby authorized, without notice to or demand upon any lack 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 omission to act), from time to time, to:
(i) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations or any portion thereof, or otherwise modify, amend or change the terms, or waive or otherwise consent to noncompliance with any provision, of the Put Agreement; Note Agreement or any other Transaction Document, 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 payments 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) the failure of Pledgee 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 assert collect the Obligations, or any claim or demand or to enforce any right or remedy against Pledgorportion thereof, Pledgor from the Company or any other Person under or other action to enforce the provisions of the Put Agreement or otherwisesame;
(iii) any failure by Prudential to acquire, perfect and maintain any security interest in, or (ii) to exercise preserve any right or remedy against rights to, any guarantor of, security or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, for all or any part of the Secured Obligations or any other extension, compromise or renewal Obligations;
(iv) the avoidance of any Secured Obligation; (d) any reduction, limitation, impairment lien or termination security interest in favor of any Secured Obligations Prudential for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to ;
(and Pledgor hereby waives any right to or claim ofv) any defense borrowing or setoff, counterclaim, recoupment or termination whatsoever grant of a security interest by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety 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 Pledgee the Collateral Agent and the security interests granted to Pledgee the Collateral Agent hereunder, and all obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; Indenture, any Note or any other Related Document;
(b) the failure of Pledgee the Collateral Agent
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Company, Pledgor any other Grantor or any other Person under the provisions of the Put Agreement Indenture, any Note, any other Related Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Indenture, any Note or any other Related Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Company, any other Grantor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All To the extent not prohibited by PRC law, all rights of Pledgee CCT Shanghai and the pledge and security interests granted to Pledgee hereundercreated under this Agreement in favor of CCT Shanghai, and all obligations Secured Obligations of Pledgor hereunderthe CCL under the Pledge Documents, shall be absolute and unconditional, independent irrespective of of:
(a) approval or consent to any lack amendment, renewal, restatement, termination, modification or revision of validity or enforceability of the Put Agreement; any Pledge Documents;
(b) modification, amendment, supplement or waiver of any provision of any Pledge Documents, including changing the failure terms and conditions of Pledgee (i) to assert any claim disbursement of credit proceeds, renewing, compromising, extending or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement or otherwiseaccelerating, or (ii) to exercise any right or remedy against any guarantor otherwise changing the time for payment of, or collateral securing, increasing or decreasing the rate of interest on the credits or any Secured Obligations; part thereof;
(c) any change in Advance of additional funds, extension of additional credit or affording other financial accommodations to or for CCL;
(d) CCT Shanghai’s acceleration or postponement of the time, manner or place of payment time for performance of, or in any other term modification, amendment, supplement or waiver of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; , or granting a forbearance with respect thereto;
(e) the taking and holding of other security for the performance of any Secured Obligations, accepting additional or substituted security for the same, and exchanging, enforcing, waiving, releasing, compromising, failing to perfect and selling or otherwise disposing of any such security;
(f) the application of any security for the performance of any Secured Obligations and directing the order or manner of sale thereof as CCT Shanghai may determine;
(g) the Release or discharge of Pledgors; and
(h) accepting, adding, settling, compromising with, releasing or substituting of endorsers, guarantors or other obligors of or with respect to the Secured Obligations. Each Pledgor agrees that CCT Shanghai may, at any other circumstances 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, Pledgor, any surety of a guarantor or any guarantora surety.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the security interests granted to Pledgee the Collateral Agent hereunder, and all obligations of Pledgor the Grantors hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Agreement; Indenture or any other document or agreement;
(b) the failure of Pledgee the Collateral Agent, the Trustee or any Holder:
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor any Grantor or any other Person under the provisions of the Put Agreement Indenture or any other document or agreement or otherwise, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reasonreason (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor Assignor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Indenture or any other document or agreement;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Grantor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Collateral Trustee and the security interests granted to Pledgee the Collateral Trustee hereunder, and all obligations of Pledgor the Pledgors hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of any of the Put Agreement; Secured Debt Documents,
(b) the failure of Pledgee any Secured Party or any holder of any Secured Obligation
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Company, Pledgor any other Obligor or any other Person under the provisions of any of the Put Agreement Secured Debt Documents or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligations of the Company or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of the Company or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations of the Company or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Pledgors hereby waives waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations of the Company, any other Obligor or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of any of the Put Agreement; Secured Debt Documents,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Company, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Calpine Corp)
Security Interest Absolute. All rights of Pledgee the Administrative Agent and the security interests Liens granted to Pledgee the Administrative Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; any Loan Document,
(b) the failure of Pledgee any Current Assets Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against the Pledgor, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Loan Documents or otherwise, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Current Assets Obligations of the Pledgor or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Current Assets Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of the Pledgor or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations Current Assets Obligation of the Pledgor or any other Obligor for any reasonreason (other than the repayment in full and in cash of all Current Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Current Assets Obligation of the Pledgor, any other Obligor or otherwise,
(e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Loan Documents,
(f) 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 Secured Current Assets Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Pledgor, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Current Assets Secured Parties Parent Pledge Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of the Pledgee and the security interests granted hereunder to the Pledgee hereunderand the Custodian on the Pledgee's behalf, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; Pledge Agreement or any other Operative Document,
(b) the failure of the Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, the Pledgor or any other Person under the provisions of the Put Agreement any Operative Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Certificate A Pledge Agreement
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ,
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; the Pledgee or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Operative Document,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Pledgor or Pledgee or any guarantorother Person.
Appears in 1 contract
Sources: Pledge Agreement (Brookdale Living Communities Inc)
Security Interest Absolute. All rights of the Pledgee and the security interests granted to the Pledgee hereunder, and all obligations of each Pledgor hereunder, shall be joint and several and shall be absolute and unconditional, irrespective of (a) of: any lack of validity or enforceability of the Put AgreementCredit Agreement or any other Loan Document; (b) the failure of the Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor any Obligor or any other Person under the provisions of the Put Agreement Credit Agreement, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured ObligationsObligations or otherwise; (e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put AgreementCredit Agreement or any other Loan Document; (f) 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 Secured Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Obligor, any surety or any guarantor.
Appears in 1 contract
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 Pledgee the Lender and the liens and security interests granted to Pledgee hereunder, and all obligations of Pledgor the Borrower hereunder, shall be absolute and unconditional, unconditional irrespective of (a) of:
i. any illegality or lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim obligation or demand or to enforce any right or remedy against Pledgor, Pledgor Borrower hereunder or any other Person under the provisions of the Put Agreement related agreement or otherwise, or (instrument;
ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (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 Secured 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 Secured Obligationdefense, 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 Secured Obligations for existence of or reliance on any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever representation by reason the Lender that might vary the risk of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Borrower or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Borrower or any guarantorother grantor, guarantor or surety.
Appears in 1 contract
Security Interest Absolute. All To the extent not prohibited by PRC law, all rights of Pledgee CCT Shanghai and the pledge and security interests granted to Pledgee hereundercreated under this Agreement in favor of CCT Shanghai, and all obligations Secured Obligations of Pledgor hereunderthe CCLX under the Pledge Documents, shall be absolute and unconditional, independent irrespective of of:
(a) approval or consent to any lack amendment, renewal, restatement, termination, modification or revision of validity or enforceability of the Put Agreement; any Pledge Documents;
(b) modification, amendment, supplement or waiver of any provision of any Pledge Documents, including changing the failure terms and conditions of Pledgee (i) to assert any claim disbursement of credit proceeds, renewing, compromising, extending or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement or otherwiseaccelerating, or (ii) to exercise any right or remedy against any guarantor otherwise changing the time for payment of, or collateral securing, increasing or decreasing the rate of interest on the credits or any Secured Obligations; part thereof;
(c) any change in Advance of additional funds, extension of additional credit or affording other financial accommodations to or for CCLX;
(d) CCT Shanghai’s acceleration or postponement of the time, manner or place of payment time for performance of, or in any other term modification, amendment, supplement or waiver of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; , or granting a forbearance with respect thereto;
(e) the taking and holding of other security for the performance of any Secured Obligations, accepting additional or substituted security for the same, and exchanging, enforcing, waiving, releasing, compromising, failing to perfect and selling or otherwise disposing of any such security;
(f) the application of any security for the performance of any Secured Obligations and directing the order or manner of sale thereof as CCT Shanghai may determine;
(g) the release or discharge of Pledgors; and
(h) accepting, adding, settling, compromising with, releasing or substituting of endorsers, guarantors or other obligors of or with respect to the Secured Obligations. Each Pledgor agrees that CCT Shanghai may, at any other circumstances 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, Pledgor, any surety of a guarantor or any guarantora surety.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Agent and the security interests Security Interests granted to Pledgee hereunder, and all obligations each of Pledgor hereunderthe Grantor's Obligations, shall shall, to the extent permitted by law, be absolute and unconditional, unconditional irrespective of of:
(ai) any lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Credit Agreement or any other Person under the provisions of the Put Agreement or otherwiseLoan Document, or any agreement or instrument relating thereto;
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, of or any consent to departure from, the Credit Agreement or any other Loan Document (other than this Agreement), including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the terms of the Put Agreement; Borrower or otherwise;
(fiii) any addition, exchange, release, surrender taking and holding of Patent and Trademark Collateral or nonperfection of any collateral (including the Collateral), guarantees for all or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for 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;
(giv) any other circumstances which might otherwise constitute a defense available tomanner of application of Patent and Trademark Collateral, or a legal or equitable discharge ofproceeds thereof, Pledgor, any surety to all or any guarantor.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 Pledgee and the security interests granted to Pledgee hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, irrespective of (a) any lack of validity or enforceability To the maximum extent permitted by applicable law and notwithstanding that the terms of the Put Agreement; (b) other Security Documents shall prevail in accordance with Section 2.1(e), the failure rights and remedies of Pledgee the Collateral Agent hereunder, the Liens created hereby, and the obligations of the Grantors under this Agreement shall be absolute, 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) to assert the acceleration of the maturity of any claim or demand or to enforce any right or remedy against Pledgor, Pledgor of the Secured Obligations or any other Person under the provisions of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other renewal, extension, compromise amendment or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (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 terms 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 Put Secured Obligations, this Agreement, any other Loan Document or any such other instrument or agreement relating thereto; (fiii) any additionfurnishing 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 Person 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 Secured Obligations; (vi) any judicial or nonjudicial foreclosure or sale of, or other 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 (gxiv) any other circumstances event or circumstance whatsoever which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Grantor, except as otherwise provided herein.
(b) Each Grantor hereby expressly waives, to 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 surety property of any Grantor or any guarantor.other
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the other Lender Parties and the security interests granted to Pledgee the Collateral Agent and the other Lender Parties hereunder, and all obligations of Pledgor the Grantor hereunder, shall be absolute and unconditional, irrespective of (a) any lack of validity or enforceability of the Put AgreementCredit Agreement or any other Loan Document; (b) the failure of Pledgee any Lender Party (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor any other Obligor or any other Person under the provisions of the Put Credit Agreement or otherwise, any other Loan Document or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put AgreementCredit Agreement or any other Loan Document; (f) 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 Secured Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany other Obligor, any surety or any guarantor.
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 Pledgee the Lender and the liens and security interests granted to Pledgee hereunder, and all obligations of Pledgor the Borrower hereunder, shall be absolute and unconditional, unconditional irrespective of (a) of:
i. any illegality or lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim obligation or demand or to enforce any right or remedy against Pledgor, Pledgor Borrower hereunder or any other Person under the provisions of the Put Agreement related agreement or otherwise, or (instrument;
ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (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 Secured 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 Secured Obligationdefense, 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 Secured Obligations for existence of or reliance on any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever representation by reason the Lender that might vary the risk of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Borrower or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Borrower or any guarantorother grantor, guarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Administrative Agent and the security interests granted to Pledgee the Administrative Agent hereunder, and all obligations of Pledgor the Pledgors hereunder, shall be absolute and unconditional, irrespective of of: (a) any lack of validity or enforceability of the Put Credit Agreement, any Note or any other Loan Document; (b) the failure of Pledgee any Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Loan Party or any other Person under the provisions of the Put Agreement Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured ObligationsObligations of the Borrower or any other Loan Party; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured ObligationObligation of the Borrower or any other Loan Party; (d) any reduction, limitation, impairment or termination of any Secured Obligations of the Borrower or any other Loan Party for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured ObligationsObligations of the Borrower, any other Loan Party or otherwise; (e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement, any Note or any other Loan Document; (f) 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 Secured Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any other Loan Party, any surety or any guarantor.
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 Pledgee the Lender and the liens and security interests granted to Pledgee hereunder, and all obligations of Pledgor the Borrower hereunder, shall be absolute and unconditional, unconditional irrespective of (a) of:
i. any illegality or lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim obligation or demand or to enforce any right or remedy against Pledgor, Pledgor Borrower hereunder or any other Person under the provisions of the Put Agreement related agreement or otherwise, or (instrument;
ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (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 Secured 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 Secured Obligationdefense, 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 Secured Obligations for existence of or reliance on any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever representation by reason the Lender that might vary the risk of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Borrower or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Borrower or any guarantorother grantor, guarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights 13.1. In order to enforce this Agreement, a separate action may be brought against Pledgor regardless of Pledgee 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 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 Pledgee interest by Pledgor hereunder, and all obligations of Pledgor hereunder, hereunder and all rights of Investor hereunder shall be irrevocable, absolute and unconditionalunconditional irrespective of, irrespective and to the maximum extent permitted by applicable law Pledgor hereby irrevocably waives any defenses relating to, any or all of the following:
(a) any lack of enforceability or validity or enforceability of any agreement with respect to any of the Put Agreement; Secured Obligations, or any other agreement or instrument relating to any of the foregoing;
(b) the failure any exchange, release or non-perfection of Pledgee (i) to assert any claim or demand or to enforce Lien on any right or remedy against Pledgorcollateral, Pledgor or any other Person release or amendment or waiver of or consent under the provisions or departure from any guaranty securing any or all of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, place or manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise amendment or renewal waiver of or any Secured Obligationconsent 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 Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, PledgorPledgor 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 surety 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 guarantortime 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. All rights of Pledgee the Designated Note Investor and the Secured Parties and the security interests granted to Pledgee the Designated Note Investor for the benefit of the Secured Parties hereunder, and all obligations of Pledgor Grantor hereunder, shall be absolute and unconditional, irrespective of any of the following conditions, occurrences or events:
(a) any lack of validity or enforceability of the Put Agreement; any Investment Document;
(b) the failure of Pledgee (i) the Designated Note Investor or any Secured Party to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Grantor or any other Person under the provisions of the Put Agreement any Investment Document or otherwise, otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured 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 reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Investment Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety Grantor or any guarantorotherwise.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee and the -------------------------- security interests granted to Pledgee hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of any of the Put Agreement; Loan Documents or instruments relating thereto;
(b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (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 Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofBorrower Obligations, or any other event renewal, extension, amendment, modification or occurrence affectingwaiver of or any consent to departure from 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, Borrower, or any other Person, (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 amendment torelease, rescissionamendment, waiver waiver, modification, extension or other modification of, renewal of or any consent to departure from, any guaranty given to secure all or any of the terms Borrower Obligations or the Secured Obligations (other than a release of the Put AgreementGuaranty); or forbearance of any other action or inaction under or in respect of any of the Loan Documents;
(f) any addition, exchange, release, forbearance or surrender of or nonperfection of any other action or inaction with respect to any collateral (including 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 amendment to other Person in respect of all or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured 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 circumstances 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
(o) any other fact, circumstance or matter of any nature whatsoever (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) that might otherwise constitute a defense available to, or a legal discharge of, or equitable discharge might otherwise operate to release or affect the obligations of, Pledgor, any surety Borrower, or any guarantorother Person liable to Pledgee (or other holder of the Loan Documents) in respect of any of the Borrower Obligations, the Secured Obligations or the Loan Documents.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee Administrative Agent and Lenders and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to Pledgee Administrative Agent hereunder, and all obligations of Pledgor each Grantor hereunder, shall be are absolute and unconditional, irrespective of (a) the occurrence of any one or more of the following:
a. Any lack of validity or enforceability of the Put Agreementany Loan Document; (b) the or
b. The failure of Pledgee (i) to Administrative Agent or any Lender or any holder of any Note:
1. To assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, or (ii) to or
2. To exercise any right or remedy against any guarantor other Obligor of, or any collateral securing, any Secured Obligationsobligations of any Borrower owing to any Lender; (c) any or --
c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation; (d) any or
e. Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to ; or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any --
f. Any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreementany Loan Document; (f) any or --
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 Secured ObligationsObligation; or (g) any --
h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Grantor or its obligations hereunder, including, without limitation, any surety and all suretyship defenses. Each Grantor hereby waives any right to or any guarantorclaim 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 (NBG Radio Network Inc)
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 Pledgee the Lender and the liens and security interests granted to Pledgee hereunder, and all obligations of Pledgor the Borrower hereunder, shall be absolute and unconditional, unconditional irrespective of (a) of:
i. any illegality or lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim obligation or demand or to enforce any right or remedy against Pledgor, Pledgor Borrower hereunder or any other Person under the provisions of the Put Agreement related agreement or otherwise, or (instrument;
ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (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 Secured 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 Secured Obligationdefense, 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 Secured Obligations for existence of or reliance on any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever representation by reason the Lender that might vary the risk of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Borrower or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Borrower or any guarantorother grantor, guarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Administrative Agent and the security interests granted to Pledgee the Administrative Agent hereunder, and all obligations of Pledgor the Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; Amended and Restated Credit Agreement or any other Loan Document,
(b) the failure of Pledgee any Secured Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Grantor, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Amended and Restated Credit Agreement, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligations of the Grantor or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of the Grantor or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations of the Grantor or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations of the Grantor, any other Obligor or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Amended and Restated Credit Agreement or any other Loan Document,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Grantor, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Assignment and Security Agreement (Nextel Partners Inc)
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 Pledgee and the security interests granted to Pledgee Bank hereunder, and all obligations Obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Credit Document or any other Person under the provisions of the Put Agreement agreement or otherwise, or instrument relating thereto;
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (cb) 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 Secured Obligations or any other extension, compromise amendment or renewal waiver of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (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 Obligations resulting from the extension of the terms of the Put Agreement; additional credit to any Grantor, or otherwise;
(fc) any additiontaking, 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 Secured 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 or
(gf) 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, Pledgorthe Obligations of any other Obligor. Without limiting the generality of the foregoing, each Grantor hereby consents to, and hereby agrees, that the rights of the Bank hereunder, and the liability of each Grantor hereunder, shall not be affected by any surety and all releases 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 guarantortime 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 Pledgee and the security interests granted to the Pledgee hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Pledge Agreement or any other Operative Document (other than the Chatfield Pledge Agreement; ), Pledge Agreement
(b) the failure of the Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, the Pledgor or any other Person under the provisions of the Put Agreement any Operative Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ,
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; the Pledgee or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Operative Document,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Pledgor or Pledgee or any guarantorother Person.
Appears in 1 contract
Sources: Pledge Agreement (Brookdale Living Communities Inc)
Security Interest Absolute. All rights of Pledgee Lender and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to Pledgee Lender hereunder, and all obligations of Pledgor each Grantor hereunder, shall be are absolute and unconditional, irrespective of (a) the occurrence of any one or more of the following:
a. Any lack of validity or enforceability of the Put Agreementany Loan Document; (b) the or
b. The failure of Pledgee (i) to Lender or any holder of any Note:
1. To assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, or (ii) to or
2. To exercise any right or remedy against any guarantor other Obligor of, or any collateral securing, any Secured Obligationsobligations of any Borrower owing to any Lender; (c) any or
c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation; (d) any or
e. Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any or
f. Any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreementany Loan Document; (f) any or
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 Secured ObligationsObligation; or (g) any or
h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Grantor or its obligations hereunder, including, without limitation, any surety and all suretyship defenses. Each Grantor hereby waives any right to or any guarantorclaim 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 Pledgee the Collateral Agent and the security interests granted to Pledgee the Collateral Agent hereunder, and all obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put 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 Loan Document;
(b) the failure of Pledgee any Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement 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 Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put 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 Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee and the security interests of the Agent, for the benefit of the Secured Parties, granted to Pledgee hereunder, and all obligations of Pledgor the Borrower hereunder, shall be absolute and unconditional, irrespective of of, and shall not be impaired or affected by:
(a) any lack of validity or enforceability of the Put Agreement; , this Security Agreement or any other Loan Document;
(b) 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 Pledgee the Secured Parties: 118
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor the Borrower or any other Person under the provisions of the Put Agreement, this Security Agreement or otherwiseany other Loan Document or under any applicable law, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Collateral;
(cd) any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Secured Obligations Obligations, or any other extensionamendment, compromise modification, or renewal of waiver of, or any Secured Obligation; consent to or any departure from, the Agreement, this Security Agreement, any other Loan Document or any other Instrument relating to any thereof;
(de) any increase, reduction, limitation, impairment or termination of any Secured the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability unenforceability, or lack of genuineness of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms Obligations (and the Borrower hereby waives any right to or claim of the Put Agreement; any such defense or set-off, counterclaim, recoupment or termination);
(f) any additionsale, 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 Secured Obligations; or ;
(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
(h) any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, Pledgor, any surety or any guarantorthe Borrower.
Appears in 1 contract
Security Interest Absolute. All rights The obligations of Pledgee the Grantor hereunder shall remain in full force and the security interests granted to Pledgee hereundereffect without regard to, and all obligations shall not be affected or impaired by the following, any of Pledgor hereunderwhich may be taken without the consent of, or notice to, the Grantor, nor shall be absolute and unconditional, irrespective any of the following give the Grantor any recourse or right of action against the Lenders:
(ai) any lack of validity or enforceability of, or any release or discharge of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Borrower or any other Person under Loan Party from liability under, the provisions of the Put Credit Agreement or otherwise, or any other Loan Document;
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations (as defined in the Credit Agreement) or any other extension, compromise amendment or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, the Credit Agreement or any of the terms of the Put Agreement; other Loan Document;
(fiii) any additionsubordination, 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 Secured 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 or
(gx) any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Borrower or any guarantorguarantor (other than payment by the Borrower or any other Loan Party of the Obligations).
Appears in 1 contract
Sources: Guarantor Security Agreement (Univision Communications Inc)
Security Interest Absolute. All rights of Pledgee the Agent, the Lenders, the Collateral Agent and the Senior Noteholders and security interests granted to Pledgee hereunder, and all obligations of Pledgor the Company hereunder, shall be absolute and unconditional, unconditional irrespective of of:
(a) any lack of validity or enforceability of any provision of the Put Amended and Restated Credit Agreement; (b) , the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against PledgorSenior Note Purchase Agreement, Pledgor the Indenture or any other Person under the provisions of the Put Agreement Loan Document or otherwise, any other agreement or instrument relating thereto;
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (cb) 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 Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, waiver of any Secured Obligations; (e) any amendment to, rescission, waiver or other modification term of, or any consent to any departure fromfrom any requirement of, the Amended and Restated Credit Agreement, the Senior Note Purchase Agreement, the Indenture or any of the terms of the Put Agreement; other Loan Document thereto;
(fc) any addition, exchange, release, surrender release or nonperfection non-perfection of any Lien on any other collateral (including the Collateral)for, or any release or amendment to or waiver or release of or addition to any term of any guaranty of, or consent to departure from any guarantyrequirement of any guaranty of, for all or any of the Secured Obligations;
(d) any failure on the part of the Agent, the Collateral Agent or the Senior Noteholders to give notice of any kind, mitigate the damages resulting from the default by the Company under the Amended and Restated Credit Agreement, the Senior Note Purchase Agreement, the Indenture or this Assignment or protect, secure, perfect and insure any lien on the Assigned Collateral; or or
(ge) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal discharge or equitable discharge release of, Pledgor, any surety a borrower or any guarantora pledgor or otherwise limit the obligations of the Company under this Assignment.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Designated Pledgeholder and the security interests granted to Pledgee the Secured Parties hereunder, and all obligations of the Pledgor hereunder, shall be be, absolute and unconditional, irrespective of any of the following conditions, occurrences or events:
(a) any lack of validity or enforceability of the Put Agreement; any Document;
(b) the failure of Pledgee (i) the Designated Pledgeholder or any Secured Party to assert any claim or demand or to enforce any right or remedy against PledgorHoldings, the Pledgor or any other Person under the provisions of the Put Agreement or otherwiseany Document, or (ii) otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; , including any increase in the Secured Obligations resulting from the extension of additional credit to Holdings, the Pledgor or otherwise;
(d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, PledgorHoldings, any surety the Pledgor or any guarantorotherwise.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee Administrative Agent and Lenders and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to Pledgee Administrative Agent hereunder, and all obligations of Pledgor each Grantor hereunder, shall be are absolute and unconditional, irrespective of (a) the occurrence of any one or more of the following:
a. Any lack of validity or enforceability of the Put Agreementany Loan Document; (b) the or
b. The failure of Pledgee (i) to Administrative Agent or any Lender or any holder of any Note:
1. To assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, or (ii) to or
2. To exercise any right or remedy against any guarantor other Obligor of, or any collateral securing, any Secured Obligationsobligations of any Borrower owing to any Lender; (c) any or
c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation; (d) any or
e. Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any or
f. Any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreementany Loan Document; (f) any or
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 Secured ObligationsObligation; or (g) any or
h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Grantor or its obligations hereunder, including, without limitation, any surety and all suretyship defenses. Each Grantor hereby waives any right to or any guarantorclaim 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 Pledgee Lender and the pledges and security interests granted to Pledgee Lender hereunder, and all obligations of Pledgor hereunder, shall be are absolute and unconditional, irrespective of (a) any of:
a. Any lack of validity or enforceability of the Put Agreementany Note or any other Loan Document; (b) the or
b. The failure of Pledgee (i) to Lender or any holder of any Note:
1. To assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement any Note or any other Loan Document or otherwise, or (ii) to or
2. To exercise any right or remedy against any guarantor other Obligor of, or collateral securing, any Secured Obligationsobligations of any Borrower owing to Lender; (c) any or
c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any or
d. Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to compromise (and each Pledgor hereby waives any right to or claim of) of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured ObligationsObligation); (e) any or
e. Any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put AgreementNote or any other Loan Document; (f) any 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 Secured Obligations; or (g) any or
g. Any other circumstances which that might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, including, without limitation, any surety or any guarantorand all suretyship defenses.
Appears in 1 contract
Sources: Owners’ Equity Pledge and Security Agreement (Hearx LTD)
Security Interest Absolute. All rights of Pledgee and the security interests granted to Pledgee hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of any of the Put Agreement; Loan Documents or instruments relating thereto;
(b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (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 Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofBorrower Obligations, or any other event renewal, extension, amendment, modification or occurrence affectingwaiver of or any consent to departure from 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, Borrower, or any other Person, (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 amendment torelease, rescissionamendment, waiver waiver, modification, extension or other modification of, renewal of or any consent to departure from, any guaranty given to secure all or any of the terms Borrower Obligations or the Secured Obligations (other than a release of the Put Agreement; Guaranty), or forbearance of any other action or inaction under or in respect of any of the Loan Documents;
(f) any addition, exchange, release, forbearance or surrender of or nonperfection of any other action or inaction with respect to any collateral (including 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 amendment to other Person in respect of all or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured 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 circumstances 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
(o) any other fact, circumstance or matter of any nature whatsoever (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) that might otherwise constitute a defense available to, or a legal discharge of, or equitable discharge might otherwise operate to release or affect the obligations of, Pledgor, any surety Borrower, or any guarantorother Person liable to Pledgee (or other holder of the Loan Documents) in respect of any of the Borrower Obligations, the Secured Obligations or the Loan Documents.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee PHP and the security interests granted to Pledgee PHP hereunder, and all obligations of any Pledgor hereunder, shall be are absolute and unconditional, irrespective of of:
(a) any Any lack of validity or enforceability of the Put AgreementStock Purchase Note; or
(b) the The failure of Pledgee PHP or any holder of the Stock Purchase Note:
(i) to To assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement Stock Purchase Note or otherwise, or or
(ii) to To exercise any right or remedy against any guarantor other obligor of, or collateral securingsecurity, any Secured Obligationsobligations of Shamrock owing to PHP; 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 Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; or
(d) any Any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to compromise (and each Pledgor hereby waives any right to or claim of) of any defense or setoffset off, counterclaim, recoupment or termination whatsoever by reason of the any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured ObligationsObligation); or
(e) any Any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put AgreementStock Purchase Note; or
(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 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 Pledgor, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge and Security Agreement (PHP Healthcare Corp)
Security Interest Absolute. All rights of Pledgee the Agent and the security interests granted to Pledgee the Agent hereunder, and all obligations of Pledgor the Pledgors hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of either of the Put Agreement; Credit Agreements, any Note or any other Loan Document,
(b) the failure of Pledgee any Lender Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Obligor or any other Person under the provisions of either of the Put Agreement Credit Agreements, any Note, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligations of the Borrower or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of the Borrower or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations of the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Pledgors hereby waives waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations of the Borrower, any other Obligor or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of either of the Put Agreement; Credit Agreements, any Note or any other Loan Document,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Calpine Corp)
Security Interest Absolute. All rights of Pledgee Chase and the security interests granted to Pledgee Chase hereunder, and all obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of:
(a) any lack of validity or enforceability of the Put Agreement; any Loan Document;
(b) the failure of Pledgee Chase:
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor the Grantors or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, or otherwise or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reasonreason (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Loan Document;
(f) any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), ) or any amendment to or to, waiver or release of of, addition to, consent to, or addition to or consent to departure from any guaranty, guaranty for any of the Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorany Borrower, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Noteholders hereunder and the security interests granted to Pledgee hereunder, interest and all obligations of Pledgor hereunder, the Borrower hereunder shall be absolute and unconditional, unconditional irrespective of of:
(a) except as expressly provided in Section 14.9, any lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Loan Documents or any other Person under agreement or instrument relating to the provisions of the Put Agreement or otherwise, or Loan Documents;
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (cb) 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 Secured Obligations Collateral, or any other extension, compromise or renewal release of any Secured Obligationguarantor 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 Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower in respect of any of the Loan Documents. Each right, any surety power and remedy of the Collateral Agent and the Noteholders provided for in this Pledge Agreement or any guarantorother 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 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 deficiency 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 of Pledgee the Trustee and the security interests granted to Pledgee the Trustee hereunder, and all obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; Indenture, any Note or any other Note Document;
(b) the failure of Pledgee any Secured Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Issuer Grantor, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Indenture, any Note, any other Note Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, securing any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Indenture, any Note or any other Note Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Issuer Grantor, any other Obligor, or any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the security interests granted to Pledgee the Collateral Agent hereunder, and all obligations of Pledgor the Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put 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 Loan Document;
(b) the failure of Pledgee any Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor the Borrower or any other Person under the provisions of the Put Agreement 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 Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put 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 Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee Buyer and the security interests granted to Pledgee Buyer hereunder, and all obligations of Pledgor Grantor hereunder, shall be absolute and unconditional, irrespective of of: (a) any lack of validity or enforceability of the Put Securities Purchase Agreement, any note, or any other Transaction Document; (b) the failure of Pledgee Buyer (i) to assert any claim or demand or to enforce any right or remedy against PledgorGrantor, Pledgor any Subsidiary or any other Person under the provisions of the Put Agreement Securities Purchase Agreement, any note, any other Transaction Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral Collateral securing, any Secured ObligationsObligations of Grantor or any Subsidiary; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured ObligationObligation of Grantor or any Subsidiary; (d) any reduction, limitation, impairment or termination of any Secured Obligations of Grantor or any Subsidiary for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor Grantor hereby waives waives, to the extent permitted by law, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured ObligationsObligations of Grantor, any Subsidiary or otherwise; (e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Securities Purchase Agreement, any note or any other Transaction Document; (f) 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 Secured Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, PledgorGrantor, any Subsidiary, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge and Security Agreement (Quest Patent Research Corp)
Security Interest Absolute. All rights of Pledgee the Nalco Agent and the security interests granted to Pledgee the Nalco Agent hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional, irrespective of (of
a) any lack of validity or enforceability of the Put Purchase Agreement; (, the Purchaser Note or any Collateral Document;
b) the failure of Pledgee any Nalco Party
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Purchaser, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Purchase Agreement, the Purchaser Note, any Collateral Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; (Purchaser Obligation of the Purchaser or any other Obligor;
c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Purchaser Obligations or any other extension, compromise or renewal of any Secured ObligationPurchaser Obligations of the Purchaser or any other Obligor; (d) any reduction, limitation, impairment or termination of any Secured Purchaser Obligations of the Purchaser or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) of any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (Purchaser Obligations of the Purchaser, any other Obligor or otherwise;
e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Purchase Agreement, the Purchaser Note or any Collateral Document; (f) 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 Secured ObligationsPurchaser Obligations of the Company or any other Obligor; or (or
g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Purchaser, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Bailey Ralph E)
Security Interest Absolute. (a) All rights of Pledgee and Lender hereunder, the security interests interest granted to Pledgee 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 the following:
(i) 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 hereunder, shall be absolute and unconditional, irrespective of the occurrence of an Event of Default;
(aiii) any lack of validity or enforceability of any of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor Credit Documents or any other Person under the provisions of the Put Agreement agreement or otherwise, or instrument relating thereto;
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (civ) 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 the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations collateral for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or or
(gix) 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 other rights and remedies which it may have against PFR or any other person primarily or secondarily liable for any of the Secured Obligations, and/or (ii) enforcing, realizing 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 surety or all of 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 guarantorcollateral therefor.
Appears in 1 contract
Sources: Pledge Agreement (Probex Corp)
Security Interest Absolute. All rights of Pledgee the Collateral Agent and the security interests granted to Pledgee hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional, unconditional irrespective of of: (ai) any lack of validity or enforceability of the Put AgreementFinancing Documents or any agreement or instrument relating thereto; (bii) the failure of Pledgee the Collateral Agent (iA) to assert any claim or demand or to enforce any right or remedy against PledgorBorrower, any affiliate of Borrower, Operations Co, any Pledgor or any other Person under the provisions of the Put Agreement Financing Documents or otherwise, otherwise or (iiB) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations; (ciii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Secured Obligations (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Secured Obligationconsent to any departure from the Financing Documents; (div) any reduction, limitation, impairment or termination of any of the Secured Obligations for any reasonreason other than the payment or performance in full thereof or the written agreement of the 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, and shall not be subject to (to, and Pledgor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of 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 Secured ObligationsObligation; (ev) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put AgreementFinancing Documents; (fvi) 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 Secured Obligations; (vii) any bankruptcy or insolvency of Operations Co, Pledgor or any other Person; or (gviii) any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety or any guarantorPledgor (other than the defense of payment).
Appears in 1 contract
Sources: Project Implementation Agreement
Security Interest Absolute. All rights of Pledgee Holder and the security interests granted to Pledgee Holder hereunder, and all obligations of Pledgor Grantor hereunder, shall be absolute and unconditional, irrespective of of: (a) any lack of validity or enforceability of the Put Restructure Agreement, or any other Pledge Agreement Document; (b) the failure of Pledgee Holder (i) to assert any claim or demand or to enforce any right or remedy against PledgorGrantor, Pledgor any Pledged Subsidiary or any other Person under the provisions of the Put Restructure Agreement, any other Pledge Agreement Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral Collateral securing, any Secured ObligationsObligations of Grantor or any Pledged Subsidiary; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured ObligationObligation of Grantor or any Pledged Subsidiary; (d) any reduction, limitation, impairment or termination of any Secured Obligations of Grantor or any Pledged Subsidiary for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor Grantor hereby waives waives, to the extent permitted by law, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured ObligationsObligations of Grantor, any Pledged Subsidiary or otherwise; (e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Restructure Agreement, or any other Pledge Agreement Document; (f) 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 Secured Obligations; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, PledgorGrantor, any Pledged Subsidiary, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge and Security Agreement (Quest Patent Research Corp)
Security Interest Absolute. All rights of Pledgee the Administrative Agent and the security interests Liens granted to Pledgee the Administrative Agent hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; any Loan Document,
(b) the failure of Pledgee any Current Assets Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against any Pledgor, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Loan Documents or otherwise, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Current Assets Obligations of any Pledgor or any other Obligor,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Current Assets Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligation of any Pledgor or any other Obligor,
(d) any reduction, limitation, impairment or termination of any Secured Obligations Current Assets Obligation of any Pledgor or any other Obligor for any reasonreason (other than the repayment in full and in cash of all Current Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Current Assets Obligation of any Pledgor, any other Obligor or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; Loan Documents,
(f) 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 Secured Current Assets Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Pledgor, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee the Administrative Agent and the security interests granted to Pledgee the Administrative Agent hereunder, and all obligations Obligations of Pledgor the Grantors hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Agreement; Liquidity Facility, any Note or any other Loan Document,
(b) the failure of Pledgee any Secured Party,
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Liquidity Facility, any Note, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ,
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to or departure from, any of the terms of the Put Agreement; Liquidity Facility, any Note or any other Loan Document,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any other Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Security Agreement (Evenflo & Spalding Holdings Corp)
Security Interest Absolute. All rights of the Pledgee and the security interests granted hereunder to the Pledgee hereunderand the Custodian on the Pledgee's behalf, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Pledge Agreement or any other Operative Document, Certificate B Pledge Agreement;
(b) the failure of the Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, the Pledgor or any other Person under the provisions of the Put Agreement any Operative Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; ,
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; ,
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; the Pledgee or otherwise,
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Operative Document,
(f) 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 Secured Obligations; or , or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Pledgor or Pledgee or any guarantorother Person.
Appears in 1 contract
Sources: Pledge Agreement (Brookdale Living Communities Inc)
Security Interest Absolute. All rights of Pledgee the Administrative Agent and the security interests granted to Pledgee the Administrative Agent hereunder, and all obligations of Pledgor the Borrower hereunder, to the fullest extent permitted by applicable Law, shall be absolute and unconditional, irrespective of any of the following conditions, occurrences or events:
(a) any lack of validity or enforceability of the Put Agreement; any Loan Document;
(b) the failure of Pledgee (i) any Secured Party to assert any claim or demand or to enforce any right or remedy against Pledgoragainst, Pledgor the Borrower, any of its Subsidiaries or any other Person under the provisions of the Put Agreement any Loan Document or otherwise, otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; Obligation;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; , including any increase in the Obligations resulting from the extension of additional credit to the Borrower or any other obligor or otherwise;
(d) any reduction, limitation, impairment or termination of any Secured Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor the Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligation or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Agreement; any Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor, any surety Borrower or any guarantorotherwise.
Appears in 1 contract
Sources: Credit, Pledge and Security Agreement (Discovery Communications, Inc.)
Security Interest Absolute. All rights of Pledgee the Facility Agent and the security interests granted to Pledgee the Facility Agent hereunder, and all obligations of Pledgor each Grantor hereunder, shall be absolute and unconditional, irrespective of of
(a) any lack of validity or enforceability of the Put Credit Agreement; , any Note or any other Loan Document;
(b) the failure of Pledgee any Secured Party or any holder of any Note
(i) to assert any claim or demand or to enforce any right or remedy against Pledgorthe Borrower, Pledgor any other Obligor or any other Person under the provisions of the Put Agreement Credit Agreement, any Note, any other Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; ;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; Obligations or otherwise;
(e) any amendment to, rescission, waiver waiver, or other modification of, or any consent to departure from, any of the terms of the Put Credit Agreement; , any Note or any other Loan Document;
(f) 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 Secured Obligations; or or
(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgorthe Borrower, any other Obligor, any surety or any guarantor.
Appears in 1 contract
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 Pledgee the Lender and the liens and security interests granted to Pledgee hereunder, and all obligations Secured Obligations of Pledgor the Grantor hereunder, shall be absolute and unconditional, unconditional irrespective of (a) of:
a. any illegality or lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor this Agreement or any other Person under the provisions of the Put Agreement related agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (c) instrument;
b. 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 Secured Obligations Indebtedness or Collateral;
d. any manner of sale, disposition or application of proceeds of any Collateral or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver collateral or other modification of, assets to all or any consent to departure from, any of the terms of the Put Agreement; (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 part of the Secured Obligations;
e. any default, failure or delay, willful or otherwise, in the performance of this this Agreement or the Promissory Note;
f. any defense, 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) or
g. any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Promissory Note or any existence of or reliance on any representation by the Lender that might vary the risk of the Grantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Grantor or any guarantorother grantor, guarantor or surety.
Appears in 1 contract
Sources: Commercial Security Agreement (Terry Benjamin Scott)
Security Interest Absolute. All rights of Pledgee the Agent and the -------------------------- security interests granted to Pledgee hereunder, and all obligations of Pledgor each of the Pledgors hereunder, shall be absolute and unconditional, irrespective of of, and shall not be impaired or affected by:
(a) any lack of validity or enforceability of the Put Loan Agreement; , any other Transaction Document, or any Instrument relating to any thereof or to any of the Lender Obligations;
(b) 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 Pledgee any Secured Party
(i) 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 Put Loan Agreement or otherwiseany other Transaction Document or any other Instrument relating to any thereof or under any applicable law, or or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; Pledged Collateral;
(cd) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured 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 Secured Obligation; other 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 increase, reduction, limitation, impairment or termination of any Secured the Lender Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or or, any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms Lender Obligations (and each of the Put Agreement; Pledgors hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination);
(f) any additionsale, 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 Secured Lender Obligations; or ;
(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
(h) any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, Pledgor, any surety or any guarantorof the Pledgors.
Appears in 1 contract
Sources: Pledge Agreement (Pacific Aerospace & Electronics Inc)
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 Pledgee the Lender and the liens and security interests granted to Pledgee hereunder, and all obligations of Pledgor the Borrower hereunder, shall be absolute and unconditional, unconditional irrespective of (a) of:
i. any illegality or lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim obligation or demand or to enforce any right or remedy against Pledgor, Pledgor Borrower hereunder or any other Person under the provisions of the Put Agreement related agreement or otherwise, or (instrument;
ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (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 Secured 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 Secured Obligationdefense, 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 Secured Obligations for existence of or reliance on any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever representation by reason the Lender that might vary the risk of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Borrower or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Borrower or any guarantorother grantor, guarantor or surety.
Appears in 1 contract
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 Pledgee the Lender and the liens and security interests granted to Pledgee hereunder, and all obligations of Pledgor the Borrower hereunder, shall be absolute and unconditional, unconditional irrespective of (a) of:
i. any illegality or lack of validity or enforceability of the Put Agreement; (b) the failure of Pledgee (i) to assert any claim obligation or demand or to enforce any right or remedy against Pledgor, Pledgor Borrower hereunder or any other Person under the provisions of the Put Agreement related agreement or otherwise, or (instrument;
ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (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 Secured 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 Secured Obligationdefense, 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 Secured Obligations for existence of or reliance on any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever representation by reason the Lender that might vary the risk of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Borrower or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of the Put Agreement; (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 Secured Obligations; or (g) any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, Pledgor, any surety the Borrower or any guarantorother grantor, guarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights of Pledgee Bank One and the security interests Security Interests granted to Pledgee hereunder, and all obligations each of Pledgor hereunderthe Grantor's Obligations, shall shall, to the extent permitted by law, be absolute and unconditional, unconditional irrespective of of:
(a) any lack of validity or enforceability of the Put Credit Agreement; , the Swing Line Note or Bank One Letter of Credit, or any agreement or instrument relating thereto;
(b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofObligations, or any other event amendment or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or other modification of, of or any consent to departure from, the 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 terms of the Put Agreement; Borrower or otherwise;
(fc) any addition, exchange, release, surrender taking and holding of Patent and Trademark Collateral or nonperfection of any collateral (including the Collateral), guarantees for all or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for 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;
(d) 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;
(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 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, Pledgorthe 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 surety time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by Bank One or any guarantor.Lender, the Issuer or the Swing Line Lender upon the insolvency, bankruptcy or reorganization of any Grantor or otherwise, all as though such payment had not been made. 11 12
Appears in 1 contract
Sources: Patent and Trademark Security Agreement (Telxon Corp)