Common use of Absolute Obligations Clause in Contracts

Absolute Obligations. Pledgor expressly agrees that until all Obligations are paid and performed in full and each and every term, covenant and condition of this Pledge Agreement to which Pledgor is a party is fully performed, Pledgor shall not be released of its obligations, waivers and agreements set forth herein nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral in favor of Secured Party be affected in any manner by or because of: (i) Any act or event which might otherwise discharge, reduce, limit or modify Pledgor's obligations hereunder or the liens and encumbrances against the Collateral in favor of Secured Party; (ii) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any Lender or any failure to proceed promptly or otherwise as against the Acquisition Sub, any Guarantor, Pledgor or any other Person or any security; (iii) Any action, omission or circumstance which might increase the likelihood that Secured Party or any Lender might enforce the rights granted under this Pledge Agreement or which might affect the rights or remedies of Pledgor as against the Acquisition Sub or any Guarantor; or (iv) Any dealings occurring at any time between the Acquisition Sub or any Guarantor and Secured Party or any Lender, whether relating to the Obligations or otherwise. Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement or to the enforcement of the liens and encumbrances against the Collateral in favor of Secured Party based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsection. It is the purpose and intent of this Pledge Agreement that the obligations of Pledgor under this Pledge Agreement shall be absolute and unconditional under any and all circumstances.

Absolute Obligations. Each Pledgor expressly agrees that until all Secured Obligations are indefeasibly paid and performed in full and each and every term, covenant and condition of this Pledge Agreement to which Agreement, the Note and the Guaranty of each Pledgor is a party is fully and indefeasibly performed, no Pledgor shall not be released of its obligations, waivers and agreements set forth herein or under the Purchase Agreement, Guaranty or Note nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral in favor of Secured Party be affected in any manner by or because of: (ia) Any act or event which might otherwise discharge, reduce, limit or modify Pledgor's Pledgors’ obligations hereunder or under the Note or the Guaranty or the liens and encumbrances against the Collateral in favor of Secured Party; (iib) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any Lender or any failure to proceed promptly or otherwise as against the Acquisition SubCompany, any GuarantorPledgor, Pledgor or any other Person person or entity or any security; (iiic) Any action, omission or circumstance which might increase the likelihood that Secured Party or any Lender might enforce the rights granted under this Pledge Agreement or under the Note or the Guaranty or which might affect the rights or remedies of any Pledgor as against the Acquisition Sub or any GuarantorCompany; or (ivd) Any dealings occurring at any time between the Acquisition Sub or any Guarantor Company and Secured Party or any LenderParty, whether relating to the Secured Obligations or otherwise. . (e) To the extent permitted by law, each Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement and under the Purchase Agreement, Note or the Guaranty or to the enforcement of the liens and encumbrances against the Collateral in favor of Secured Party based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsection. It is the purpose and intent of this Pledge Agreement that the obligations of each Pledgor under this Pledge Agreement and under the Note or the Guaranty shall be absolute and unconditional under any and all circumstances, to the extent permitted by law.

Absolute Obligations. Pledgor expressly agrees that until all Obligations are paid and performed in full and each and every term, covenant and condition of this Pledge Agreement to which Pledgor is a party and each other Loan Document is fully performed, Pledgor shall not be released of its obligations, waivers and agreements set forth herein or in any other Loan Document, nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral in favor of Secured Party be affected in any manner by or because of: (i) Any act or event which might otherwise discharge, reduce, limit or modify Pledgor's ’s obligations hereunder or under the other Loan Documents or the liens and encumbrances against the Collateral in favor of Secured Party; (ii) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any Lender or any failure to proceed promptly or otherwise as against the Acquisition Subany borrower, any GuarantorPledgor, Pledgor or any other Person person or entity or any security; (iii) Any action, omission or circumstance which might increase the likelihood that Secured Party or any Lender might enforce the rights granted under this Pledge Agreement or under the other Loan Documents or which might affect the rights or remedies of Pledgor as against the Acquisition Sub or any Guarantorborrower; or (iv) Any dealings occurring at any time between the Acquisition Sub or any Guarantor borrower and Secured Party or any LenderParty, whether relating to the Obligations or otherwise. Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement and under all other Loan Documents or to the enforcement of the liens and encumbrances against the Collateral in favor of Secured Party based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsection. It is the purpose and intent of this Pledge Agreement that the obligations of Pledgor under this Pledge Agreement and under all other Loan Documents shall be absolute and unconditional under any and all circumstances.

Absolute Obligations. Pledgor expressly Each Borrower acknowledges and agrees that until its joint and several liability on the Notes, Reimbursement Obligations and on all obligations owed by any Borrower or Borrowers under this Agreement is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Banks, and without limiting the generality of the foregoing, each Borrower's joint and several liability on the Notes, Reimbursement Obligations are paid and performed in full and each and every term, covenant and condition of under this Pledge Agreement to which Pledgor is a party is fully performed, Pledgor shall not be released impaired by any acceptance by the Banks of its obligationsany other security for or guarantors upon the Notes, waivers and agreements set forth herein nor shall Reimbursement Obligations or any obligations under this Agreement or by any failure, neglect or omission on the validity, enforceability Banks' part to resort to any one or priority all of the liens Borrowers for payment of the Notes, Reimbursement Obligations or the obligations under this Agreement or to realize upon or protect any collateral security therefor. Each Borrower's joint and encumbrances against several liability on the Collateral in favor of Secured Party be affected Notes, Reimbursement Obligations and under this Agreement shall not in any manner be impaired or affected by who receives or because of: uses the proceeds of the loans evidenced by the Notes, Reimbursement Obligations or for what purposes such proceeds are used, and each Borrower waives notice of borrowing requests issued by, and loans made to, other Borrowers. Such joint and several liability of each Borrower shall also not be impaired or affected by (iand each Bank, without notice to anyone, is hereby authorized to make from time to time) Any act or event which might otherwise dischargeany sale, reducepledge, limit or modify Pledgor's obligations hereunder or the liens and encumbrances against the Collateral in favor of Secured Party; (ii) Any waiversurrender, compromise, settlement, release, renewal, extension, modificationindulgence, forbearancealteration, delay substitution, exchange, change in, modification or other act disposition of any collateral security for the Notes, Reimbursement Obligations or omission the obligations under this Agreement or of Secured Party or any Lender or any failure guaranty thereof. In order to proceed promptly enforce payment of the Notes, Reimbursement Obligations and the Borrowers' obligations under this Agreement, foreclose or otherwise as against realize on any collateral security therefor, and to exercise the Acquisition Subrights granted to any Agent hereunder and thereunder and under applicable law, the Agents shall be under no obligation at any Guarantortime to first resort to any collateral security, Pledgor property, liens or any other Person or any security; (iii) Any action, omission or circumstance which might increase the likelihood that Secured Party or any Lender might enforce the rights granted under this Pledge Agreement or which might affect the rights or remedies whatsoever, and the Banks shall have the right to enforce the Notes, Reimbursement Obligations and the Borrowers' obligations under this Agreement irrespective of Pledgor as against whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the Acquisition Sub or any Guarantor; or (iv) Any dealings occurring at any time between the Acquisition Sub or any Guarantor and Secured Party or any Lenderforegoing. By its acceptance below, whether relating to the Obligations or otherwise. Pledgor each Borrower hereby expressly waives and surrenders any defense to its joint and several liability on the performance of the obligations Notes, Reimbursement Obligations or under this Pledge Agreement or to the enforcement of the liens and encumbrances against the Collateral in favor of Secured Party based upon any of the foregoing actsforegoing. In furtherance thereof, omissions, agreements, waivers or matters described each Borrower agrees that wherever in this subsection. It Agreement it is provided that a Borrower is liable for a payment such obligation is the purpose joint and intent several obligation of this Pledge Agreement that the obligations of Pledgor under this Pledge Agreement shall be absolute and unconditional under any and all circumstanceseach Borrower.

Absolute Obligations. Pledgor expressly agrees that until all the Discharge of Obligations are paid shall have occurred, or unless otherwise expressly agreed in writing between Pledgor and performed in full and each and every term, covenant and condition of this Pledge Agreement to which Pledgor is a party is fully performedSecured Party, Pledgor shall not be released of its obligations, waivers and agreements set forth herein nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral in favor of Secured Party be affected in any manner by or because of: (ia) Any act or event which might otherwise discharge, reduce, limit or modify Pledgor's ’s obligations hereunder or Buyer’s obligations under the Crude Supply Agreement or the liens and encumbrances against the Collateral in favor of Secured Party; (iib) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any Lender or any failure to proceed promptly or otherwise as against the Acquisition SubHEP, any GuarantorPledgor, Pledgor Buyer or any other Person or entity or any collateral or other security; (iiic) Any action, omission or circumstance which might increase the likelihood that Secured Party or any Lender might enforce the rights granted under this Pledge Agreement or under the Crude Supply Agreement or which might affect the rights or remedies of Pledgor as against the Acquisition Sub or any Guarantor; orHEP; (ivd) Any dealings occurring at any time between the Acquisition Sub HEP, Buyer or any Guarantor Pledgor and Secured Party or any LenderParty, whether relating to the Secured Obligations or otherwise; or (e) Any right of offset held by Pledgor under the Net Settlement Agreement, dated as of October 1, 2004 (the “Netting Agreement”), between Buyer and Secured Party other than a reduction of the Secured Obligations to the extent permitted under the Crude Supply Agreement in connection with amounts set off against such Secured Obligations pursuant to the Netting Agreement. Pledgor hereby expressly waives has knowledge and surrenders assumes all responsibility for being and keeping itself informed of the Buyer’s financial condition, affairs and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks which Pledgor assumes and incurs hereunder, and has adequate means to obtain from the Buyer on an ongoing basis information relating thereto and the Buyer’s ability to pay and perform its obligations under the Crude Supply Agreement and otherwise, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Pledge Agreement is in effect. Pledgor acknowledges and agrees that (x) Secured Party shall have no obligation to investigate the financial condition or affairs of the Buyer for the benefit of Pledgor nor to advise Pledgor of any defense fact respecting, or any change in, the financial condition, assets or affairs of the Buyer that might become known to Secured Party at any time, whether or not Secured Party knows or believes or has reason to know or believe that any such fact or change is unknown to Pledgor, or might (or does) increase the risk of Pledgor hereunder and (y) Secured Party shall have no duty to advise Pledgor of information known to it regarding any of the aforementioned circumstances or risks. Notwithstanding the foregoing to the contrary, nothing herein shall prevent Pledgor from asserting against Secured Party the defense of payment or performance of the obligations Secured Obligations by Buyer under this Pledge Agreement or to the enforcement of the liens and encumbrances against the Collateral in favor of Secured Party based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsection. It is the purpose and intent of this Pledge Agreement that the obligations of Pledgor under this Pledge Agreement shall be absolute and unconditional under any and all circumstancesCrude Supply Agreement.

Absolute Obligations. Pledgor expressly agrees that until all the Discharge of Obligations are paid shall have occurred, or unless otherwise expressly agreed in writing between Pledgor and performed in full and each and every term, covenant and condition of this Pledge Agreement to which Pledgor is a party is fully performedSecured Party, Pledgor shall not be released of its obligations, waivers and agreements set forth herein nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral in favor of Secured Party be affected in any manner by or because of: (ia) Any act or event which might otherwise discharge, reduce, limit or modify Pledgor's ’s obligations hereunder or Buyer’s obligations under the Crude Supply Agreements or the liens and encumbrances against the Collateral in favor of Secured Party; (iib) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any Lender or any failure to proceed promptly or otherwise as against the Acquisition SubHEP, any GuarantorPledgor, Pledgor Buyer or any other Person or entity or any collateral or other security; (iiic) Any action, omission or circumstance which might increase the likelihood that Secured Party or any Lender might enforce the rights granted under this Pledge Agreement or under the Crude Supply Agreements or which might affect the rights or remedies of Pledgor as against the Acquisition Sub or any GuarantorHEP; or (ivd) Any dealings occurring at any time between the Acquisition Sub HEP, Buyer or any Guarantor Pledgor and Secured Party or any LenderParty, whether relating to the Secured Obligations or otherwise. Pledgor hereby expressly waives has knowledge and surrenders assumes all responsibility for being and keeping itself informed of the Buyer’s financial condition, affairs and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks which Pledgor assumes and incurs hereunder, and has adequate means to obtain from the Buyer on an ongoing basis information relating thereto and the Buyer’s ability to pay and perform its obligations under the Crude Supply Agreements and otherwise, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Pledge Agreement is in effect. Pledgor acknowledges and agrees that (x) Secured Party shall have no obligation to investigate the financial condition or affairs of the Buyer for the benefit of Pledgor nor to advise Pledgor of any defense fact respecting, or any change in, the financial condition, assets or affairs of the Buyer that might become known to Secured Party at any time, whether or not Secured Party knows or believes or has reason to know or believe that any such fact or change is unknown to Pledgor, or might (or does) increase the risk of Pledgor hereunder and (y) Secured Party shall have no duty to advise Pledgor of information known to it regarding any of the aforementioned circumstances or risks. Notwithstanding the foregoing to the contrary, nothing herein shall prevent Pledgor from asserting against Secured Party the defense of payment or performance of the obligations Secured Obligations by Buyer under this Pledge Agreement or to the enforcement of the liens and encumbrances against the Collateral in favor of Secured Party based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsection. It is the purpose and intent of this Pledge Agreement that the obligations of Pledgor under this Pledge Agreement shall be absolute and unconditional under any and all circumstancesCrude Supply Agreements.

Absolute Obligations. Pledgor Trustor expressly agrees that until all Secured Obligations are paid and performed in full and each and every term, covenant and condition of this Pledge Agreement Deed of Trust and each other Loan Document to which Pledgor Trustor is a party is fully performed, Pledgor Trustor shall not be released of its obligations, waivers and agreements set forth herein or in any other Loan Document nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral Mortgaged Property in favor of Secured Party Beneficiary be affected in any manner by or because of: (i) Any act or event which might otherwise discharge, reduce, limit or modify PledgorTrustor's obligations hereunder or under the other Loan Documents or the liens and encumbrances against the Collateral Mortgaged Property in favor of Secured PartyBeneficiary; (ii) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party Beneficiary or any Lender Bank or any failure to proceed promptly or otherwise as against the Acquisition SubCompany, any GuarantorTrustor, Pledgor or any other Person or any security; (iii) Any action, omission or circumstance which might increase the likelihood that Secured Party Beneficiary or any Lender Bank might enforce the rights granted under this Pledge Agreement Deed of Trust or under the other Loan Documents or which might affect the rights or remedies of Pledgor Trustor as against the Acquisition Sub or any GuarantorCompany; or (iv) Any dealings occurring at any time between the Acquisition Sub Company and Agent or any Guarantor and Secured Party or any LenderBank, whether relating to the Secured Obligations or otherwise. Pledgor Trustor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement Deed of Trust and under all other Loan Documents or to the enforcement of the liens and encumbrances against the Collateral Mortgaged Property in favor of Secured Party Beneficiary based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsection. It is the purpose and intent of this Pledge Agreement Deed of Trust that the obligations of Pledgor Trustor under this Pledge Agreement Deed of Trust and under all other Loan Documents shall be absolute and unconditional under any and all circumstances.

Absolute Obligations. Pledgor expressly agrees that until all Obligations are the Debt is indefeasibly paid and performed in full and each and every term, covenant and condition of this Pledge Agreement to which Pledgor is a party and the other Loan Documents is fully satisfied and performed, Pledgor shall not be released of its obligations, waivers and agreements set forth herein herein, in any other Loan Document nor shall the validity, enforceability or priority of the liens and encumbrances against the Collateral in favor of Secured Party Agent be affected in any manner by or because of: (i) Any act or event which might otherwise discharge, reduce, limit or modify any Pledgor's ’s obligations hereunder or under the other Loan Documents or the liens and encumbrances against the Collateral in favor of Secured PartyAgent, other than indefeasible payment in full of the Obligations; (ii) Any waiver, extension, modification, forbearance, delay or other act or omission of Secured Party or any Lender Agent or any failure to proceed promptly or otherwise as against the Acquisition Sub, any Guarantor, Pledgor or any other Person or any security; (iii) Any action, omission or circumstance which might increase the likelihood that Secured Party or any Lender Agent might enforce the rights granted under this Pledge Agreement or under the other Loan Documents or which might affect the rights or remedies of Pledgor as against the Acquisition Sub or any Guarantorother Person; or (iv) Any dealings occurring at any time between the Acquisition Sub Pledgor or any Guarantor of its Affiliates and Secured Party or any LenderAgent, whether relating to the Obligations or otherwise. Pledgor hereby expressly waives and surrenders any defense to the performance of the obligations under this Pledge Agreement and under all other Loan Documents or to the enforcement of the liens and encumbrances against the Collateral in favor of Secured Party Agent based upon any of the foregoing acts, omissions, agreements, waivers or matters described in this subsectionsubsection (other than the defense that payment has been made). It is the purpose and intent of this Pledge Agreement that the obligations of Pledgor under this Pledge Agreement and under all other Loan Documents shall be absolute and unconditional under any and all circumstances.