Absolute and Unconditional Obligations Sample Clauses

Absolute and Unconditional Obligations. Borrower acknowledges and agrees that its obligations and liabilities under this Agreement and under the other Loan Documents shall be absolute and unconditional irrespective of (1) any lack of validity or enforceability of any of the Guaranteed Obligations, any Specified Derivative Contract, any Specified Cash Management Agreement, any Loan Documents, or any agreement or instrument relating thereto; (2) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from any Loan Documents or any other documents or instruments executed in connection with or related to the Guaranteed Obligations; (3) any exchange or release of any collateral, if any, or of any other Person from all or any of the Guaranteed Obligations; or (4) any other circumstances which might otherwise constitute a defense available to, or a discharge of, Borrower or any other Person in respect of the Guaranteed Obligations. The obligations and liabilities of Borrower under this Agreement and the other Loan Documents shall not be conditioned or contingent upon the pursuit by any Bank or any other Person at any time of any right or remedy against Borrower, any other Loan Party or any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral or security or guarantee therefor or right of setoff with respect thereto.

Absolute and Unconditional Obligations. Notwithstanding anything contained herein to the contrary, (i) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.3(g) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.3(h) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower Representative or the Required Lenders that any of the conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

Absolute and Unconditional Obligations. 68 Section 11.02 Non-Recourse to Borrower's Principals........................................68

Absolute and Unconditional Obligations. 58 -------------------------------------- Section 11.02 Non-Recourse to TRG Partners.......................... 58 ----------------------------

Absolute and Unconditional Obligations. All rights of the Collateral Agent and all obligations of the Sponsor hereunder shall be absolute and unconditional irrespective of: (a) any lack of validity, legality or enforceability of any Financing Document; (b) the failure of any Secured Party to (i) assert any claim or demand or to enforce any right or remedy against Warehouse, Holdings, the Sponsor or any other Person under the provisions of the Financing Documents or otherwise or (ii) exercise any right or remedy against the Collateral; (c) any change in the time, manner or place of payment of, or in any other term of, all or any portion of the Obligations, or any other extension or renewal of any obligation of Warehouse, Holdings, the Sponsor or otherwise; (d) any reduction, limitation, impairment or termination of any of the Obligations for any reason other than the occurrence of the Discharge Date (as such term is defined in the Pledge and Security Agreement), including any claim of waiver, release, surrender, alteration or compromise; (e) any amendment to, rescission, waiver or other modification of, or any consent to departure from, any term of any Financing Document, unless entered into and approved in accordance therewith; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other security interest held by any Secured Party; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Warehouse, Holdings, the Sponsor, any surety or any guarantor (other than the defense of payment of the applicable amounts). in each case, other than, subject to Section 5.1, the defense of payment of the applicable amounts and the defense that the Sponsor is not obligated to perform or has fully performed the matter in question.

Absolute and Unconditional Obligations. The obligations of CT&T under this Agreement shall be absolute and unconditional and shall remain in full force and effect during the term of this Agreement as specified in Section 4.

Absolute and Unconditional Obligations. All rights of the Agent hereunder, the Security Interest and all obligations of the Assignor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other amendment or waiver of or any consent to any departure from any Credit Transaction Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other Collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Assignor in respect of the Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Obligations). The Agent may resort to the Assignor hereunder for the payment of the Obligations whether or not the Agent shall have resorted to any other property of any person securing the Obligations or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Obligations.

Absolute and Unconditional Obligations. Subject to Sections 3.3 and 5.2, the obligations of, and Security Interests granted by, the Pledgor hereunder are absolute and unconditional and shall remain in full force and effect, irrespective of the genuineness, validity, regularity or enforceability of the Credit Agreement, the Revolving Credit Notes and the Related Documents, or of any assignment, modification or termination of the Credit Agreement, the Revolving Credit Notes and the Related Documents, and shall not be released, discharged or impaired in any way by reason of: (a) any failure of the Administrative Agent, the Syndication Agent, the Documentation Agent or the Banks to retain or preserve any rights against any person or any other collateral, (b) the invalidity of any such rights which the Administrative Agent, the Syndication Agent, the Documentation Agent or the Banks may attempt to obtain, (c) the lack of prior enforcement by the Administrative Agent, the Syndication Agent, the Documentation Agent or the Banks of any rights against any person or any other collateral, (d) the dissolution of the Administrative Agent, the Syndication Agent, the Documentation Agent or the Banks, (e) the waiver, surrender, compromise, settlement, release or termination of any of or all the obligations, covenants or agreements of the Borrower, the Pledgor or any Parent Subsidiary contained in the Credit Agreement, the Revolving Credit Notes and the Related Documents, (f) the failure to give notice to the Pledgor, the Borrower or any Parent Subsidiary of the occurrence of a breach of the Credit Agreement, the Revolving Credit Notes and the Related Document, (g) the extension of the time for payment of any amount owing or payable under the Credit Agreement, the Revolving Credit Notes and the Related Documents or of the time for performance of any obligations, covenants or agreements under or arising out of the Credit Agreement, the Revolving Credit Notes and the Related Documents, (h) the taking or the omission of any of the actions referred to in the Credit Agreement, the Revolving Credit Notes and the Related Documents, (i) any circumstances which might give rise to any right of termination, release, rescission, discharge, modification or suspension by the Pledgor of its obligations hereunder or of the Security Interests by reason of any misstatement, breach of warranty or other act or omission by the Administrative Agent, the Syndication Agent, the Documentation Agent or any of the Banks whether or not con...

Absolute and Unconditional Obligations. 7.1 The Lessee’s obligations to pay Rent, Agreed Value, End of Lease Maintenance Payment Adjustments and any other amounts due under this Agreement and to perform all of its other obligations under this Agreement, are absolute and unconditional, irrespective of any contingency, including without limitation: (a) after Delivery, any unavailability of the Aircraft for any reason, including, but not limited to, any defect in the airworthiness, merchantability, satisfactory condition, fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft; (b) after Delivery, the ineligibility of the Aircraft for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction; (c) the Total Loss (except as provided hereunder upon payment of the Agreed Value and all other amounts (including Rent) then due and payable hereunder) of, or any damage to, the Aircraft, Airframe or any Engine; (d) any set off, counterclaim, recoupment, withholding defence or other rights which the Lessee may have against the Owner, the Lessor, any Financier (if applicable) or any other person; (e) the exercise of any rights and/or remedies by the Lessor, the Owner and/or any Financier (if applicable) under this Agreement or any other Transaction Document; (f) any failure or delay on the part of any Party in performing or complying with any of the terms or conditions of this Agreement or any other Transaction Document; (g) any insolvency, bankruptcy, administration, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Owner, the Lessor, any Financier (if applicable) or the Lessee; or (h) any lack of due authorisation of, or other defect in, this Agreement or any other Transaction Document, provided that nothing in this Clause 7 will be construed to extinguish or otherwise limit the Lessee’s right to institute separate legal proceedings against the Lessor in the event of the Lessor’s breach of this Agreement or to limit the Lessee’s rights and remedies against the Lessor or any other person. Quiet enjoyment 8.1 So long as no Event of Default has occurred and is continuing, the Lessor will not, and will procure that neither the Owner, nor any person claiming by or through the Owner, will interfere with the Lessee’s right or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee’s right to have quiet use, enjoyment and possessi...