Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Party, any other Credit Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be released, discharged or otherwise affected or impaired by: (i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise; (ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Parties in respect of any Finance Obligation; (iv) any change in the existence, structure or ownership of any Credit Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation; (v) the existence of any claim, set-off or other right which any Credit Party may have at any time against the Company, any other Credit Party, any Agent, any other Secured Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Company or any other Credit Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Credit Party of any Finance Obligation; (vii) any failure by any Secured Party: (A) to file or enforce a claim against any Credit Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Party; (D) to disclose to any Credit Party any facts which such Secured Party may now or hereafter know with regard to any Credit Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations; (viii) any direction as to application of payment by the Company, any other Credit Party or any other Person; (ix) any subordination by any Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Party to its creditors; (x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Credit Party of any right to subrogation, contribution or reimbursement against any other Credit Party or any right to recover full indemnity for any payments made by such Credit Party in respect of the Finance Obligations; or (xi) any other act or omission to act or delay of any kind by any Credit Party or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Party’s obligations hereunder, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Party hereunder. This Agreement shall remain fully enforceable against each Credit Party irrespective of any defenses that any other Credit Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Be Aerospace Inc), Credit Agreement (Be Aerospace Inc)
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Credit Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Credit Obligation or any other amendment, supplement or modification to any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Credit Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Credit Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Credit Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Credit Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the CompanyBorrower, any other Credit Loan Party, any Agent, any other Secured Credit Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Loan Party for any reason of any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company Borrower or any other Credit Loan Party of any Finance Credit Obligation;
(vii) any failure by any Secured Credit Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy an Insolvency or other proceeding)Liquidation Proceeding; (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Credit Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Credit Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Credit Obligations;
(viii) any direction as to application of payment by the CompanyBorrower, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Credit Party of the payment of any Finance Credit Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Credit Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Credit Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Credit Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Credit Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Credit Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Credit Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Credit Obligations.
Appears in 1 contract
Sources: Security Agreement (Sbarro Inc)
Security Interests Absolute. All rights of the Senior Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Senior Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the CompanyBorrower, any other Credit Loan Party, any Agent, any other Secured Finance Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company Borrower or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the CompanyBorrower, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the any Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Senior Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Senior Collateral Agent, for the benefit of the Secured Senior Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Senior Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral AgentAgent and the Secured Parties hereunder, all security interests hereunder and all obligations of each Credit Party hereunder are unconditional and Pledgor hereunder, shall be absolute and independent and separate from any other security for or guaranty of the Finance Obligationsunconditional and, whether executed by such Credit Party, any other Credit Party or any other Person. Without without limiting the generality of the foregoingforegoing and to the fullest extend permitted under applicable law, the obligations of each Credit Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(ia) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Secured Obligation, any other Credit Party under any Finance Document Note, or any other agreement or instrument document evidencing or securing any Finance such Secured Obligation, by operation of law or otherwise;
(iib) any change in modification or amendment or supplement to the mannerAmended Agreement, placeany Note, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument document evidencing or securing any Finance Secured Obligation;
(iiic) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Parties in respect of any Finance Secured Obligation;
(ivd) any change in the existence, structure or ownership of the Borrower, such Pledgor or any Credit Partyother Pledgor, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation reorganization or other similar proceeding affecting the Borrower, such Pledgor or any Credit Party other Pledgor or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligationthe Secured Obligations;
(ve) the existence of any claim, set-off or other right which any Credit Party the Pledgor may have at any time against the CompanyBorrower, such Pledgor, any other Credit PartyPledgor, any the Agent, any other Secured Party, Party or any other Personcorporation or person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(vif) any invalidity or unenforceability for any reason of any Secured Obligation relating to or against the Company Borrower, such Pledgor or any other Credit Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation Pledgor, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower, such Pledgor or any other Credit Party Pledgor of any Finance Obligationthe Secured Obligations;
(viig) any failure by the Agent or any Secured Party: Party (Ai) to file or enforce a claim against the Borrower or any Credit Party other Pledgor or its estate (in a bankruptcy or other proceeding); , (Bii) to give notice of the existence, creation or incurrence by the Borrower or any Credit Party other Pledgor of any new or additional indebtedness or obligation under or with respect to the Finance Secured Obligations; , (Ciii) to commence any action against the Borrower or any Credit Party; other Pledgor, (Div) to disclose to any Credit Party such Pledgor any facts which such the Agent or any Secured Party may now or hereafter know with regard to the Borrower or any Credit Party; other Pledgor or (Ev) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Party or any other Person;
(ix) any subordination by any Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Credit Party of any right to subrogation, contribution or reimbursement against any other Credit Party or any right to recover full indemnity for any payments made by such Credit Party in respect of the Finance Obligations; or
(xih) any other act or omission to act or delay of any kind by the Borrower, any Credit Party or other Pledgor, the Agent, any other Secured Party or any other Person person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Party’s such Pledgor's obligations hereunder, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Party hereunder. This Agreement shall remain fully enforceable against each Credit Party irrespective of any defenses that any other Credit Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Sources: Credit Agreement (United Surgical Partners International Inc)
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the CompanyBorrower, any other Credit Loan Party, any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company Borrower or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the CompanyBorrower, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Note Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Note Obligation under any other Credit Party under any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation obligation or any other amendment, supplement or modification to any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Note Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Note Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Note Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit a Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Note Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the Company, any other Credit Loan Party, any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Note Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Note Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Note Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Note Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Note Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s 's obligations hereunder, except that a Credit Party may assert the defense of hereunder (other than final payment in full of the Finance Note Obligations). Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Note Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Note Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral AgentAdministrative Agent and the other Secured Parties, all security interests hereunder and all obligations of each Credit Party Pledgor hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Secured Obligations, whether executed by such Credit PartyPledgor, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Party Pledgor hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Secured Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Secured Obligation or any other amendment, supplement or modification to any Finance Loan Document (other than this Agreement) or any other agreement or instrument evidencing or securing any Finance Secured Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Secured Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Secured Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Secured Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit other Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Secured Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the Company, any other Credit Loan Party, any Agent, any other Secured Party, the Administrative Agent or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Secured Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Secured Obligation;
(vii) any failure by the Administrative Agent or any other Secured Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Secured Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Administrative Agent or such Secured Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Secured Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by the Administrative Agent or any other Secured Party of the payment of any Finance Obligation of the Secured Obligations to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Administrative Agent or any other Secured Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Secured Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or the Administrative Agent or any other Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Loan Party may assert the defense of final payment in full Discharge of the Finance Secured Obligations. Each Credit Party Pledgor has irrevocably and unconditionally delivered this Agreement to the Collateral Administrative Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Party Pledgor hereunder. This Agreement shall remain fully enforceable against each Credit Party Pledgor irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Secured Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Party Pledgor may assert the defense of final payment in full Discharge of the Finance Secured Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoingforegoing and except as otherwise provided in Section 7.11 or Section 7.05 of the Credit Agreement, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Finance Obligation under any other Credit Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit a Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the CompanyBorrower, Holdings, any Subsidiary Guarantor, any other Credit Loan Party, any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the CompanyBorrower, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, Agent for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Finance Obligation under any other Credit Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit a Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the Company, any other Credit Loan Party, any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Party may assert the defense of hereunder (other than final payment in full of the Finance Obligations). Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the Company, any other Credit Party, Loan Party or any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Party may assert the defense of hereunder (other than final payment in full of the Finance Obligations). Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit U.S. Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit U.S. Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit U.S. Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit other Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right (other than a defense of payment or performance) which any Credit Loan Party may have at any time against the Company, any other Credit Loan Party, any Agent, any other Secured Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit U.S. Loan Party’s obligations hereunder, except that a Credit U.S. Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Credit U.S. Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit U.S. Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit U.S. Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full Discharge of the Finance Obligations.
Appears in 1 contract
Sources: u.s. Security Agreement (Masonite International Corp)
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Note Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation, by operation of law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Note Obligation or any other amendment, supplement or modification to any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Note Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Note Obligation or any release of any other obligor or Credit Parties in respect of any Finance Note Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Note Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the Company, any other Credit Party, Loan Party or any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Note Document or any other agreement or instrument evidencing or securing any Finance Note Obligation or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Note Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Note Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Note Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Note Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Note Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s 's obligations hereunder, except that a Credit Party may assert the defense of hereunder (other than final payment in full of the Finance Note Obligations). Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Note Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Note Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the U.S. Collateral Agent, all security interests hereunder and all obligations of each Credit Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Party, any other Credit Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law Law or otherwise;
(ii) other than pursuant to SECTION 8.05 hereof, any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Finance Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Party may have at any time against the CompanyBorrowers, any other Credit Party, any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrowers or any other Credit Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company Borrowers or any other Credit Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Party; (D) to disclose to any Credit Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the CompanyBorrowers, any other Credit Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Party to its creditors;
(x) any act or failure to act by the U.S. Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Party of any right to subrogation, contribution or reimbursement against any other Credit Party or any right to recover full indemnity for any payments made by such Credit Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Party’s 's obligations hereunder, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Party has irrevocably and unconditionally delivered this Agreement to the U.S. Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Party hereunder. This Agreement shall remain fully enforceable against each Credit Party irrespective of any defenses that any other Credit Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral AgentAgent and the Secured Parties hereunder, all security interests hereunder and all obligations of each Credit Party hereunder are unconditional and Pledgor hereunder, shall be absolute and independent and separate from any other security for or guaranty of the Finance Obligationsunconditional and, whether executed by such Credit Party, any other Credit Party or any other Person. Without without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(ia) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Party under any Finance Document Secured Obligation, Note or any other agreement or instrument document evidencing or securing any Finance Secured Obligation, by operation of law or otherwise;
(iib) any change in modification, amendment or supplement to the mannerCredit Agreement, placeany Note, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Collateral Document or any other agreement or instrument document evidencing or securing any Finance Secured Obligation;
(iiic) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Parties in respect of any Finance Secured Obligation;
(ivd) any change in the existence, structure or ownership of the Borrower, any other Pledgor or any other Credit Party, or any insolvencyBankruptcy Event affecting the Borrower, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation any other Pledgor or any other similar proceeding affecting any Credit Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligationthe Secured Obligations;
(ve) the existence of any claim, set-off or other right which any Credit Party Pledgor may have at any time against the CompanyBorrower, any other Pledgor, any other Credit Party, any the Agent, any other Secured Party, Party or any other Personcorporation or person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(vif) any invalidity or unenforceability for any reason of any Secured Obligation relating to or against the Company Borrower, any other Pledgor or any other Credit Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation Party, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower, any other Pledgor or any other Credit Party of any Finance Obligationthe Secured Obligations;
(viig) any failure by the Agent or any Secured Party: Party (Ai) to file or enforce a claim against the Borrower, any Pledgor or any other Credit Party or its estate (in a bankruptcy or other proceeding); , (Bii) to give notice of the existence, creation or incurrence by the Borrower, any other Pledgor or any other Credit Party of any new or additional indebtedness or obligation under or with respect to the Finance Secured Obligations; , (Ciii) to commence any action against the Borrower, any other Pledgor or any other Credit Party; , (Div) to disclose to the Borrower, any other Pledgor or any other Credit Party any facts which such the Agent or any Secured Party may now or hereafter know with regard to the Borrower, any other Pledgor or any other Credit Party; Party or (Ev) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Party or any other Person;
(ix) any subordination by any Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Credit Party of any right to subrogation, contribution or reimbursement against any other Credit Party or any right to recover full indemnity for any payments made by such Credit Party in respect of the Finance Obligations; or
(xih) any other act or omission to act or delay of any kind by the Borrower, any other Pledgor, any other Credit Party or Party, the Agent, any Secured Party or any other Person person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Party’s Pledgor's obligations hereunder, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Party hereunder. This Agreement shall remain fully enforceable against each Credit Party irrespective of any defenses that any other Credit Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Sources: Pledge and Security Agreement (Kendle International Inc)
Security Interests Absolute. All rights of the Senior Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Senior Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the CompanyBorrower, any other Credit Loan Party, any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company Borrower or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the CompanyBorrower, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the any Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Senior Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Senior Collateral Agent, for the benefit of the Secured Senior Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Senior Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by the Borrower, such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or or, to the extent permitted by applicable law, any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the CompanyBorrower, Holdings, any Subsidiary Guarantor, any other Credit Loan Party, any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or other Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party or other Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party or other Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party or other Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the CompanyBorrower, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against the Borrower or any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the CompanyBorrower, any other Credit Loan Party, any Agent, any other Secured Finance Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company Borrower or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the CompanyBorrower, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Credit Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Credit Obligation or any other amendment, supplement or modification to any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Credit Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Credit Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Credit Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Credit Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the CompanyBorrower, any other Credit Loan Party, any Agent, any other Secured Credit Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrower or any other Credit Loan Party for any reason of any Finance Loan Document or any other agreement or instrument evidencing or securing any Finance Credit Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company Borrower or any other Credit Loan Party of any Finance Credit Obligation;
(vii) any failure by any Secured Credit Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy an Insolvency or other proceeding)Liquidation Proceeding; (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Credit Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Credit Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Credit Obligations;
(viii) any direction as to application of payment by the CompanyBorrower, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Credit Party of the payment of any Finance Credit Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Credit Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Credit Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Credit Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Credit Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Credit Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Credit Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Credit Obligations.
Appears in 1 contract
Sources: Pledge Agreement (Sbarro Inc)
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the Company, any other Credit Loan Party, any Agent, any other Secured Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full Discharge of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the U.S. Collateral Agent, all security interests hereunder and all obligations of each U.S. Credit Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, - 11 - whether executed by such U.S. Credit Party, any other U.S. Credit Party or any other Person. Without limiting the generality of the foregoing, the obligations of each U.S. Credit Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other U.S. Credit Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;
(ii) other than pursuant to SECTION 7.05 hereof, any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or U.S. Credit Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any U.S. Credit Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any U.S. Credit Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any U.S. Credit Party may have at any time against the CompanyBorrowers, any other U.S. Credit Party, any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company Borrowers or any other U.S. Credit Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company Borrowers or any other U.S. Credit Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any U.S. Credit Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any U.S. Credit Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any U.S. Credit Party; (D) to disclose to any U.S. Credit Party any facts which such Secured Finance Party may now or hereafter know with regard to any U.S. Credit Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the CompanyBorrowers, any other U.S. Credit Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any U.S. Credit Party to its creditors;
(x) any act or failure to act by the U.S. Collateral Agent or any other Secured Finance Party under this Agreement or otherwise which may deprive any U.S. Credit Party of any right to subrogation, contribution or reimbursement against any other U.S. Credit Party or any right to recover full indemnity for any payments made by such U.S. Credit Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any U.S. Credit Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any U.S. Credit Party’s 's obligations hereunder, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations. Each U.S. Credit Party has irrevocably and unconditionally delivered this Agreement to the U.S. Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any U.S. Credit Party hereunder. This Agreement shall remain fully enforceable against each U.S. Credit Party irrespective of any defenses that any other U.S. Credit Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Finance Obligation under any other Credit Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit a Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the Company, any other Credit Loan Party, any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Amended Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Party may assert the defense of hereunder (other than final payment in full of the Finance Obligations). Each Credit Loan Party has irrevocably and unconditionally delivered this Amended Agreement to the Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Amended Agreement or a security agreement similar to this Amended Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Amended Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations.
Appears in 1 contract
Sources: Security Agreement (Duane Reade)
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the Company, any other Credit Party, Loan Party or any Agent, any other Secured Party, Finance Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Finance Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Finance Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Finance Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Finance Party under this Amended Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Finance Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Party may assert the defense of hereunder (other than final payment in full of the Finance Obligations). Each Credit Loan Party has irrevocably and unconditionally delivered this Amended Agreement to the Collateral Agent, for the benefit of the Secured Finance Parties, and the failure by any other Person to sign this Amended Agreement or a security pledge agreement similar to this Amended Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Amended Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations.
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Sources: Pledge Agreement (Duane Reade)
Security Interests Absolute. All rights of the Collateral Agent, all security interests hereunder and all obligations of each Credit Loan Party hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Finance Obligations, whether executed by such Credit Loan Party, any other Credit Loan Party or any other Person. Without limiting the generality of the foregoing, the obligations of each Credit Loan Party hereunder shall not be released, discharged or otherwise affected or impaired by:
(i) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Loan Party under any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation, by operation of law Law or otherwise;
(ii) any change in the manner, place, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation;
(iii) any release, non-perfection or invalidity of any direct or indirect security for any Finance Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Loan Parties in respect of any Finance Obligation;
(iv) any change in the existence, structure or ownership of any Credit Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Credit Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
(v) the existence of any claim, set-off or other right which any Credit Loan Party may have at any time against the Company, any other Credit Loan Party, any Agent, any other Secured Party, Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Company or any other Credit Loan Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation or any provision of applicable law Law or regulation purporting to prohibit the payment by the Company or any other Credit Loan Party of any Finance Obligation;
(vii) any failure by any Secured Party: (A) to file or enforce a claim against any Credit Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any Credit Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Obligations; (C) to commence any action against any Credit Loan Party; (D) to disclose to any Credit Loan Party any facts which such Secured Party may now or hereafter know with regard to any Credit Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Loan Party or any other Person;
(ix) any subordination by any Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Loan Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Credit Loan Party of any right to subrogation, contribution or reimbursement against any other Credit Loan Party or any right to recover full indemnity for any payments made by such Credit Loan Party in respect of the Finance Obligations; or
(xi) any other act or omission to act or delay of any kind by any Credit Loan Party or any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Loan Party’s obligations hereunder, except that a Credit Loan Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Loan Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security pledge agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Loan Party hereunder. This Agreement shall remain fully enforceable against each Credit Loan Party irrespective of any defenses that any other Credit Loan Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Loan Party may assert the defense of final payment in full Discharge of the Finance Obligations.
Appears in 1 contract
Security Interests Absolute. All rights of the Collateral AgentAgent and the Secured Parties hereunder, all security interests hereunder and all obligations of each Credit Party hereunder are unconditional and the Pledgor hereunder, shall be absolute and independent and separate from any other security for or guaranty of the Finance Obligationsunconditional and, whether executed by such Credit Party, any other Credit Party or any other Person. Without without limiting the generality of the foregoing, the obligations of each Credit Party hereunder shall not be released, discharged or otherwise affected or impaired by:
: (ia) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of any other Credit Party under any Finance Document Secured Obligation or any other agreement or instrument evidencing or document securing any Finance Secured Obligation, by operation of law or otherwise;
; (iib) any change in modification or amendment or supplement to the mannerCredit Agreement, placeany Collateral Document, time or terms of payment of any Finance Obligation or any other amendment, supplement or modification to any Finance Document or any other agreement or instrument document evidencing or securing any Finance Secured Obligation;
; (iiic) any release, non-perfection or invalidity of any direct or indirect security for any Finance Secured Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for any Finance Obligation or any release of any other obligor or Credit Parties in respect of any Finance Obligation;
; (ivd) any change in the existence, structure or ownership of any Credit the Borrower, the Pledgor or other Loan Party, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation reorganization or other similar proceeding affecting any Credit the Borrower, the Pledgor or other Loan Party or its assets or any resulting disallowance, release or discharge of all or any portion of any Finance Obligation;
the Secured Obligations; (ve) the existence of any claim, set-off or other right which any Credit Party the Pledgor may have at any time against the CompanyBorrower, any other Credit Loan Party, any the Agent, any other Secured Party, Party or any other Personcorporation or person, whether in connection herewith or any unrelated transactiontransactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (vif) any invalidity or unenforceability for any reason of any Secured Obligation relating to or against the Company Borrower, the Pledgor or any other Credit Party for any reason of any Finance Document or any other agreement or instrument evidencing or securing any Finance Obligation Loan Party, or any provision of applicable law or regulation purporting to prohibit the payment by the Company Borrower, the Pledgor or any other Credit Loan Party of any Finance Obligation;
the Secured Obligations; (viig) any failure by the Agent or any Secured Party: Party (Ai) to file or enforce a claim against the Borrower, the Pledgor or any Credit other Loan Party or its estate (in a bankruptcy or other proceeding); , (Bii) to give notice of the existence, creation or incurrence by the Borrower, the Pledgor or any Credit other Loan Party of any new or additional indebtedness or obligation under or with respect to the Finance Secured Obligations; , (Ciii) to commence any action against the Borrower, the Pledgor or any Credit other Loan Party; , (Div) to disclose to the Borrower, the Pledgor or any Credit other Loan Party any facts which such the Agent or any Secured Party may now or hereafter know with regard to the Borrower, the Pledgor or any Credit Party; other Loan Party or (Ev) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Finance Obligations;
(viii) any direction as to application of payment by the Company, any other Credit Party or any other Person;
(ix) any subordination by any Secured Party of the payment of any Finance Obligation to the payment of any other liability (whether matured or unmatured) of any Credit Party to its creditors;
(x) any act or failure to act by the Collateral Agent or any other Secured Party under this Agreement or otherwise which may deprive any Credit Party of any right to subrogation, contribution or reimbursement against any other Credit Party or any right to recover full indemnity for any payments made by such Credit Party in respect of the Finance Obligations; or
or (xih) any other act or omission to act or delay of any kind by the Borrower, the Pledgor, any Credit Party or other Loan Party, the Agent, any Secured Party or any other Person person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Credit Party’s the Pledgor's obligations hereunder, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations. Each Credit Party has irrevocably and unconditionally delivered this Agreement to the Collateral Agent, for the benefit of the Secured Parties, and the failure by any other Person to sign this Agreement or a security agreement similar to this Agreement or otherwise shall not discharge the obligations of any Credit Party hereunder. This Agreement shall remain fully enforceable against each Credit Party irrespective of any defenses that any other Credit Party may have or assert in respect of the Finance Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Credit Party may assert the defense of final payment in full of the Finance Obligations.
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