Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective of: (a) Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; or (b) The failure of the Collateral Agent or any holder of a Note: (i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or (ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or (c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or (d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or (e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or (f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or (g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defenses.
Appears in 3 contracts
Sources: Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation,
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 3 contracts
Sources: Credit Agreement (Dri I Inc), Holdings Pledge Agreement (Dri I Inc), Holdings Pledge Agreement (Dri I Inc)
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted to the Collateral Agent Pledgee hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
of (a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture DocumentPut Agreement; or
(b) The the failure of the Collateral Agent or any holder of a Note:
Pledgee (i) To to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Notes or any other Indenture Document Put Agreement or otherwise, or
or (ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured PartiesObligations; or
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Secured Obligations); or
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes or any other Indenture Documentterms of the Put Agreement; or
(f) Any any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationPledgor, any and all suretyship defensessurety or any guarantor.
Appears in 3 contracts
Sources: Put Agreement, Put Agreement (Nant Health, LLC), Put Agreement
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; or
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defenses.
Appears in 3 contracts
Sources: Pledge and Security Agreement (Castle a M & Co), Pledge and Security Agreement (Castle a M & Co), Pledge and Security Agreement (Castle a M & Co)
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted to the Collateral Agent Pledgee hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be joint and several and shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Credit Agreement or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Pledgee
(i) To to assert any claim or demand or to enforce any right or remedy against any Obligor or any other Person under the provisions of the Notes or Credit Agreement, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationObligor, any and all suretyship defensessurety or any guarantor.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Security Interest Absolute. This Pledge and Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until all of the Security Obligations have been paid in full. All rights of the Collateral Agent and the security interests granted to the Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditionalunconditional and irrevocable, irrespective of:
(a) Any any lack of validity validity, legality or enforceability of the Indenture, the Notes any Note or any other Indenture Related Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Issuer, any other Grantor or any other Person under the provisions of the Notes or Indenture, any Note, any other Indenture Related Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, debtor or obligor with respect to, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Indenture, any Note or any other Indenture Related Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Issuer, any other Grantor, includingany surety or any guarantor, without limitation, any and all suretyship defensesdebtor or obligor.
Appears in 3 contracts
Sources: Pledge and Security Agreement (New World Restaurant Group Inc), Pledge and Security Agreement (Telex Communications International LTD), Pledge and Security Agreement (American Rock Salt Co LLC)
Security Interest Absolute. All rights of the Collateral Agent Secured Party and the security interests granted to the Collateral Agent Secured Party hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Credit Agreement or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against any Obligor or any other Person under the provisions of the Notes or Credit Agreement, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationObligor, any and all suretyship defensessurety or any guarantor.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors Company hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes Note or any other Indenture Loan Document; or;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event amendment or occurrence affecting, waiver of or any Indenture Obligations); orconsent to departure from any of the Loan Documents;
(ec) Any amendment toany taking and holding of collateral or any guaranty for all or any of the Obligations, rescissionor any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or other modification ofrelease of any collateral or such guaranty, or any non-perfection of any collateral, or any consent to departure fromfrom any such guaranty;
(d) any manner of application of collateral, or proceeds thereof, to all or any of the Notes Obligations, or the manner of sale of any collateral;
(e) any consent by any Agent or any Lender to the restructure of the Obligations, or any other Indenture Document; orrestructure or refinancing of the Obligations or any portion thereof;
(f) Any additionany modification, exchangecompromise, releasesettlement or release by any Agent or any Lender, surrender by operation of law or nonperfection otherwise, collection or other liquidation of the Obligations or the liability of any collateral (including guarantor, or of any collateral, in whole or in part, and any refusal of payment by any Agent or any Lender, in whole or in part, from any obligor or guarantor in connection with any of the Collateral)Obligations, whether or not with notice to, or further assent by, or any amendment to or waiver or release reservation of or addition to or consent to departure from rights against, any guaranty, for any of the Indenture ObligationsCompany; or
(g) Any any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor or guarantor.
Appears in 3 contracts
Sources: Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp)
Security Interest Absolute. All rights of the Collateral Agent Trustee and the security interests granted to the Collateral Agent Trustee hereunder, and all obligations of Grantors the Company hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of any of the Indenture, the Notes or any other Indenture Document; orSecured Debt Documents,
(b) The the failure of the Collateral Agent any Secured Party or any holder of a Note:any Secured Obligation
(i) To to assert any claim or demand or to enforce any right or remedy against the Company, any other Obligor or any other Person under the provisions of any of the Notes or any other Indenture Document Secured Debt Documents or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligations of Grantors owing to the Secured Parties; orCompany or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation of the Company or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations of the Company or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Company hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations of the Company, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Document; orof the Secured Debt Documents,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Pledged Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Company, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 3 contracts
Sources: Note Pledge Agreement (Calpine Corp), Pledge Agreement (Calpine Corp), Pledge Agreement (Calpine Corp)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests Liens granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent or any holder of a Note:Fixed Assets Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Pledgor, any other Obligor or any other Person under the provisions of the Notes or any other Indenture Document Loan Documents or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations Fixed Assets Obligations of Grantors owing to the Secured Parties; orPledgor or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Fixed Assets Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Pledgor or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Fixed Assets Obligation of the Pledgor or any other Obligor for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Fixed Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orFixed Assets Obligation of the Pledgor, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes or any other Indenture Document; orterms of the Loan Documents,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Fixed Assets Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Pledgor, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Sterling Chemical Inc), Pledge Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests Lien granted to the Collateral Agent it hereunder, and all obligations of Grantors the Pledgors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, Loan Agreement or any of the Notes other Loan Documents or any other Indenture Document; oragreement or instrument relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event amendment or occurrence affecting, waiver of or any Indenture Obligations); orconsent to departure from the Loan Agreement or any of the other Loan Documents;
(ec) Any amendment toany taking and holding of collateral or guarantees for all or any of the Obligations, rescissionor any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or other modification ofrelease of any collateral or such guarantees, or any non-perfection of any collateral, or any consent to departure fromfrom any such guaranty;
(d) any manner of application of collateral, or proceeds thereof, to all or any of the Notes Obligations, or the manner of sale of any collateral;
(e) any consent by the Pledgee or the Lenders to the restructuring of the Obligations, or any other Indenture Document; orrestructuring or refinancing of the Obligations or any portion thereof;
(f) Any additionany modification, exchangecompromise, releasesettlement or release by the Pledgee or the Lenders, surrender by operation of law or nonperfection otherwise, collection or other liquidation of the Obligations or the liability of any collateral (including guarantor, or of any collateral, in whole or in part, and any refusal by the Collateral)Pledgee or the Lenders to accept any payment, in whole or in part, from any obligor or guarantor in connection with any of the Obligations, whether or not with notice to, further assent by, or any amendment to reservation of rights against, the Pledgors except a settlement or waiver or release of or addition to or consent to departure from any guarantyrelease, for any of duly executed by the Indenture ObligationsPledgee, which specifically terminates the security interest hereunder; or
(g) Any any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor or guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Grant Prideco Inc), Pledge Agreement (Grant Prideco Inc)
Security Interest Absolute. All rights of the Collateral Agent Designated Purchaser and the Secured Parties and the security interests granted to the Collateral Agent Secured Parties hereunder, and all obligations of Grantors Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective ofof any of the following conditions, occurrences or events:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Transaction Document; or;
(b) The the failure of the Collateral Agent Designated Purchaser or any holder of a Note:
(i) To Secured Party to assert any claim or demand or to enforce any right or remedy against Grantor or any other Person under the provisions of the Notes or any other Indenture Transaction Document or otherwise, or
(ii) To otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to Grantor or any other obligor or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Transaction Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesGrantor or otherwise.
Appears in 2 contracts
Sources: Note Purchase Agreement (Diomed Holdings Inc), Secured Loan Agreement (Diomed Holdings Inc)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests Liens granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against any Pledgor or any other Person under the provisions of the Notes or any other Indenture Document Loan Documents or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; orany Pledgor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of any Pledgor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Obligation of any Pledgor for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligation of any Pledgor,
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes or any other Indenture Document; orterms of the Loan Documents,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensessurety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Sterling Chemicals Inc), Pledge Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation,
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors such Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Credit Agreement (Dri I Inc), Pledge Agreement (Duane Reade Inc)
Security Interest Absolute. All rights of Administrative Agent and the Collateral Agent Lenders and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following:
(a) Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or
(b) The failure of the Collateral Administrative Agent or any Lender or any holder of a any Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) To exercise any right or remedy against any other Grantor of, or any collateral securing securing, any obligations of Grantors any Borrower or any other Grantor owing to the Secured Partiesany Lender; or
(c) Any or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any Secured Obligation; or
(c) Any other extension, increase, refinancing, restructuring, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or terms of any other Indenture Loan Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsSecured Obligation; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorGrantor or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Grantor hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation.
Appears in 2 contracts
Sources: Security Agreement (Altitude International Holdings, Inc.), Security Agreement (Blackboxstocks Inc.)
Security Interest Absolute. The obligations of the Pledgor under this Agreement are independent of the Note Indebtedness of the other Obligors, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against any other Obligor or whether any other Obligor is joined in any such action or actions. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes any Note Purchase Document or any other Indenture Document; or
(b) The failure of the Collateral Agent agreement or instrument relating thereto, any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofNote Indebtedness, or any other event amendment or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, waiver of or any consent to any departure from, from the Notes Note Purchase Agreement or any other Indenture Note Purchase Document; or, including, without limitation, any increase in the Note Indebtedness resulting from the extension of additional credit to the Company or otherwise;
(fb) Any additionany taking, exchange, release, surrender release or nonperfection non-perfection of any collateral (including the Collateral)other collateral, or any taking, release or amendment to or waiver or release of or addition to or consent to departure from any guaranty, for all or any of the Indenture ObligationsNote Indebtedness;
(c) any manner of application of collateral, or proceeds thereof, to all or any of the Note Indebtedness, or any manner of sale or other disposition of any collateral for all or any part of the Note Indebtedness or any other assets of any Obligor;
(d) any change, restructuring or termination of the corporate or organizational structure or existence any Obligor; or
(ge) Any any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesObligor or a third party pledgor.
Appears in 2 contracts
Sources: Pledge Agreement (Aemetis, Inc), Pledge Agreement (Aemetis, Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors the Authority hereunder, to the extent permitted by applicable law, are absolute and unconditional, shall be unconditional irrespective of:
(a) Any any lack of validity or enforceability of the Indenturethis Agreement, the Notes ▇▇▇▇, or any other Indenture Sale Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To the Trust to assert any claim or demand or to enforce any right or remedy against the Authority, any affiliate of the Authority or any other Person under the provisions of this Agreement, the Notes or ▇▇▇▇, any other Indenture Sale Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations amounts payable under the Sale Documents (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Indenture Obligations; orconsent to any departure from this Agreement or any Sale Document;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Sale Documents for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, but including any claim of waiver, release, surrender, alteration or compromise (compromise, and shall not be subject to, and the Grantors Authority hereby waive waives any right to or claim of of, any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSale Document or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of this Agreement, the ▇▇▇▇ or any other Indenture Sale Document; or;
(f) Any addition, any exchange, releasesurrender, surrender release or nonperfection non-perfection of any collateral (including the Collateral)Account collateral, or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guarantyother security interest held by Collateral Agent under the Deposit and Disbursement Agreement or the ▇▇▇▇;
(g) any bankruptcy or insolvency of the Trust, the Authority or any other Person;
(h) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in the collateral, even though such foreclosure, sale or election of remedies may impair the subrogation rights of the Authority or may preclude the Authority from obtaining reimbursement, contribution, indemnification or other recovery and even though the Authority may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any of the Indenture Obligationsdeficiency; or
(gi) Any any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Authority or any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor (other than the defense of payment).
Appears in 2 contracts
Sources: Authority PSL Account Agreement, Authority PSL Account Agreement
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted to the Collateral Agent Pledgee hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orDocument or any instrument or document relating thereto;
(b) The the failure of the Collateral Agent or any holder of a NotePledgee:
(i) To to assert any claim or demand or to enforce any right or remedy against the Pledgor or any other Person under the provisions of the Notes or any other Indenture Document or otherwise, ; or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture of the Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture of the Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orof the Secured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Notes or any other Indenture Document; orDocument or any instrument or document relating thereto;
(f) Any any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense (other than the defense of payment in full of the Secured Obligations) available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Pledgor, any and all suretyship defensessurety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Goldman Sachs Group Inc), Pledge Agreement (Goldman Sachs Group Inc)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrowers or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, otherwise or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), ) or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, guaranty for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensessurety or any guarantor.
Appears in 2 contracts
Sources: Security Agreement (Sterling Chemicals Inc), Security Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights and security interests of the Collateral Agent and Agent, for the security interests benefit of the Secured Parties, granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of, and shall not be impaired or affected by:
(a) Any any lack of validity or enforceability of the IndentureAgreement, the Notes this Security Agreement or any other Indenture Loan Document; or;
(b) The any change in the corporate existence, structure or ownership of the Borrower, or any bankruptcy or insolvency proceeding affecting the Borrower or any property of the Borrower or any resulting release or discharge of any Obligation contained in the Agreement, this Security Agreement or any other Loan Document;
(c) the failure of the Collateral Agent or any holder of a NoteSecured Parties:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under the provisions of the Notes Agreement, this Security Agreement or any other Indenture Loan Document or otherwiseunder any applicable law, or
(ii) To to exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orCollateral;
(cd) Any any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Indenture Obligations Obligations, or any other extensionamendment, compromise modification, or renewal of waiver of, or any Indenture Obligations; orconsent to or any departure from, the Agreement, this Security Agreement, any other Loan Document or any other Instrument relating to any thereof;
(de) Any any increase, reduction, limitation, impairment or termination of any Indenture the Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors hereby waive any right to or claim of any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability unenforceability, or lack of genuineness of, or any other event or occurrence affecting, any Indenture Obligationsof the Obligations (and the Borrower hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or;
(f) Any additionany sale, exchange, release, surrender or nonperfection non-perfection of any collateral (including of the Collateral)Collateral or any other collateral, or any release or amendment or waiver of, or any consent to or waiver any departure from, any guaranty held by the Secured Parties securing or release of guaranteeing all or addition to or consent to departure from any guaranty, for any of the Indenture Obligations;
(g) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower against the Secured Parties; or
(gh) Any any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthe Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Delta Beverage Group Inc), Security Agreement (Delta Beverage Group Inc)
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors the Pledgor hereunder, shall be absolute and unconditional with respect to the extent permitted by applicable law, are absolute and unconditionalSecured Obligations, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent Lender or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Pledgor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation,
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any to the extent permitted by applicable law, any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Trace International Holdings Inc), Pledge Agreement (Trace International Holdings Inc)
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent Lender or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Secured Obligations); or;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Security Agreement (Trace International Holdings Inc), Security Agreement (Trace International Holdings Inc)
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity validity, legality or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a NoteLender:
(i) To to assert any claim or demand or to enforce any right or remedy against any Grantor, or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, ; or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to Grantors or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, includingany surety or any guarantor or otherwise, without limitation, including as a result of any and all suretyship defensesproceeding of the nature referred to in Section 14.1(c — g) of the Loan Agreement.
Appears in 2 contracts
Sources: Security Agreement (Adcare Health Systems, Inc), Security Agreement (Adcare Health Systems, Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
of (a) Any any lack of validity or enforceability of the IndentureCredit Agreements, the Notes any Note or any other Indenture Loan Document; or
, (b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
, (i) To to assert any claim or demand or to enforce any right or remedy against Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreements, any Note, any other Indenture Loan Document or otherwise, or
or (ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; or
Borrower or any other Obligor, (c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
Obligation of Borrower or any other Obligor, (d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of Borrower or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
Obligations of Borrower, any other Obligor or otherwise, (e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreements, any Note or any other Indenture Loan Document; or
, (f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
, or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Credit Facility Agreement (Pioneer Natural Resources Co), Credit Facility Agreement (Pioneer Natural Resources Co)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests Liens granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent or any holder of a Note:Fixed Assets Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against any Pledgor, any other Obligor or any other Person under the provisions of the Notes or any other Indenture Document Loan Documents or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations Fixed Assets Obligations of Grantors owing to the Secured Parties; orany Pledgor or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Fixed Assets Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of any Pledgor or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Fixed Assets Obligation of any Pledgor or any other Obligor for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Fixed Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orFixed Assets Obligation of any Pledgor, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or any other Indenture Document; orterms of the Loan Documents,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Fixed Assets Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationPledgor, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Sterling Chemical Inc), Obligor Pledge Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of the Collateral Agent Secured Party and the security interests Security Interest granted to the Collateral Agent Secured Party hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureNote Purchase Agreement, the Notes Note or any other Indenture Related Document; or,
(b) The the failure of the Collateral Agent or any holder of a NoteSecured Party:
(i) To to assert any claim or demand or to enforce any right or remedy against Pledgor or any other Person under the provisions of the Notes or Note Purchase Agreement, the Note, any other Indenture Related Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing any obligations of Grantors owing to securing, the Secured Parties; orNote,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orNote,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations the Note for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orthe Note or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Note Purchase Agreement, the Note or any other Indenture Related Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; Note, or
(g) Any any other circumstances which that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationPledgor, any and all suretyship defensessurety or any guarantor.
Appears in 2 contracts
Sources: Subi Certificate Pledge Agreement (Rochdale High Yield Advances Fund LLC), Subi Certificate Pledge Agreement (Rochdale Structured Claims Fixed Income Fund LLC)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Pledgor hereunder, shall, to the fullest extent permitted by applicable law, are be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note, any Rate Protection Agreement with a Lender or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Pledgor, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any Rate Protection Agreement with a Lender, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligation of Grantors owing to the Secured Parties; orPledgor or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Pledgor or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation of the Pledgor or any other Obligor for any reason (other than the satisfaction and discharge repayment in full of the Indenture Obligations in fullall Secured Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation of the Pledgor, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note, any Rate Protection Agreement or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Pledgor, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Key Components LLC), Pledge Agreement (Key Components LLC)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Credit Party or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; orBorrower,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Borrower,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Borrower for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations of the Borrower or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Credit Party any surety or any guarantor.
Appears in 2 contracts
Sources: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
Security Interest Absolute. Grantor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Secured Party and the Liens and security interests granted to the Collateral Agent hereunder, and all obligations Secured Obligations of Grantors Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any any illegality or lack of validity or enforceability of the Indenture, the Notes any Secured Obligation or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment or other modification of the Note, this Agreement or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;
(c) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any reductionany manner of sale, limitation, impairment disposition or termination application of proceeds of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Collateral or any other event collateral or occurrence affecting, any Indenture other assets to all or part of the Secured Obligations); or;
(e) Any amendment toany default, rescissionfailure or delay, waiverwillful or otherwise, or other modification of, or any consent to departure from, in the Notes or any other Indenture Document; orperformance of the Secured Obligations;
(f) Any additionany defense, exchange, release, surrender set-off or nonperfection counterclaim (other than a defense of payment or performance) that may at any collateral (including the Collateral)time be available to, or any amendment to or waiver or release of or addition to or consent to departure from any guarantybe asserted by, for any of the Indenture ObligationsGrantor against Secured Party; or
(g) Any any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by Secured Party that might vary the risk of Grantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, Grantor or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 2 contracts
Sources: Security Agreement (TCW Direct Lending LLC), Revolving Credit Agreement (TCW Direct Lending LLC)
Security Interest Absolute. The obligations of the Pledgor under this Pledge Agreement are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Pledge Agreement, irrespective of whether any action is brought against the Borrowers under either of the Term Loan Agreements or against any guarantor of the Obligations or whether the Borrowers or any guarantor of the Obligations is joined in any such action or actions. All rights of the Collateral Agent Bank and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any any lack of validity or enforceability of either of the IndentureTerm Loan Agreements, any of the Notes other Term Loan Documents or any other Indenture Document; oragreement or instrument relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of or any consent to any departure from either of the Term Loan Agreements or any of the other Loan Documents, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Borrowers or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non‑perfection of any other Collateral, or any taking, release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Obligations;
(d) any manner of application of Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge assets of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Borrowers or any other event or occurrence affecting, any Indenture Obligations); orof its Subsidiaries;
(e) Any amendment toany change, rescission, waiver, restructuring or other modification of, termination of the corporate structure or existence of the Borrowers or any consent to departure from, the Notes or any other Indenture Documentof its Subsidiaries; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthe Borrowers or a third‑party pledgor.
Appears in 2 contracts
Sources: Pledge Agreement (ONE Group Hospitality, Inc.), Pledge Agreement (ONE Group Hospitality, Inc.)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be joint and several and shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Credit Agreement or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against any Obligor or any other Person under the provisions of the Notes or Credit Agreement, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationObligor, any and all suretyship defensessurety or any guarantor.
Appears in 2 contracts
Sources: Pledge Agreement (Titan Corp), Credit Agreement (Titan Corp)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors the Authority hereunder, to the extent permitted by applicable law, are absolute and unconditional, shall be unconditional irrespective of:
(a) Any any lack of validity or enforceability of the Indenturethis Agreement, the Notes ▇▇▇▇, or any other Indenture Sale Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To the Trust to assert any claim or demand or to enforce any right or remedy against the Authority, any affiliate of the Authority or any other Person under the provisions of this Agreement, the Notes or ▇▇▇▇, any other Indenture Sale Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations amounts payable under the Sale Documents (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Indenture Obligations; orconsent to any departure from this Agreement or any Sale Document;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Sale Documents for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, but including any claim of waiver, release, surrender, alteration or compromise (compromise, and shall not be subject to, and the Grantors Authority hereby waive waives any right to or claim of of, any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSale Document or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of this Agreement, the ▇▇▇▇ or any other Indenture Sale Document; or;
(f) Any addition, any exchange, releasesurrender, surrender release or nonperfection non-perfection of any collateral (including the Collateral)Account collateral, or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guarantyother security interest held by Collateral Agent under the Deposit and Disbursement Agreement or the ▇▇▇▇; Person;
(h) any bankruptcy or insolvency of the Trust, the Authority or any other any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in the collateral, even though such foreclosure, sale or election of remedies may impair the subrogation rights of the Authority or may preclude the Authority from obtaining reimbursement, contribution, indemnification or other recovery and even though the Authority may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any of the Indenture Obligationsdeficiency; or
(gi) Any any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Authority or any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor (other than the defense of payment).
Appears in 1 contract
Sources: Authority PSL Account Agreement
Security Interest Absolute. The Borrower hereby waives demand, notice, protest, notice of acceptance of this Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any i. any illegality or lack of validity or enforceability of the Indenture, the Notes any obligation or Borrower hereunder or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or ii. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the obligations of Borrower hereunder, or any rescission, waiver, amendment or other modification of this Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of additional credit or otherwise;
iii. any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations obligations of the Borrower hereunder;
iv. any manner of sale, disposition or application of proceeds of any collateral or any other extensioncollateral or other assets to all or part of the obligations of the Borrower hereunder;
v. any default, compromise failure or renewal delay, willful or otherwise, in the performance of the obligations of the Borrower hereunder;
vi. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or
vii. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the loans granted hereunder or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Borrower or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Security Interest Absolute. All To the extent not prohibited by PRC law, all rights of the Collateral Agent CCT Shanghai and the pledge and security interests granted to the Collateral Agent hereundercreated under this Agreement in favor of CCT Shanghai, and all obligations Secured Obligations of Grantors hereunderthe CCL under the Pledge Documents, to the extent permitted by applicable law, are shall be absolute and unconditional, independent irrespective of:
(a) Any lack approval or consent to any amendment, renewal, restatement, termination, modification or revision of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orPledge Documents;
(b) The failure modification, amendment, supplement or waiver of any provision of any Pledge Documents, including changing the Collateral Agent terms and conditions of disbursement of credit proceeds, renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on the credits or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orpart thereof;
(c) Any change in the timeany Advance of additional funds, manner extension of additional credit or place of payment of, affording other financial accommodations to or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orfor CCL;
(d) Any reduction, limitation, impairment CCT Shanghai’s acceleration or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge postponement of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability time for performance of, or any other event modification, amendment, supplement or occurrence affectingwaiver of, any Indenture of the Secured Obligations); or, or granting a forbearance with respect thereto;
(e) Any amendment tothe taking and holding of other security for the performance of any Secured Obligations, rescissionaccepting additional or substituted security for the same, waiverand exchanging, enforcing, waiving, releasing, compromising, failing to perfect and selling or other modification of, or otherwise disposing of any consent to departure from, the Notes or any other Indenture Document; orsuch security;
(f) Any addition, exchange, release, surrender or nonperfection the application of any collateral (including security for the Collateral), performance of any Secured Obligations and directing the order or any amendment to or waiver or release manner of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; orsale thereof as CCT Shanghai may determine;
(g) Any the Release or discharge of Pledgors; and
(h) accepting, adding, settling, compromising with, releasing or substituting of endorsers, guarantors or other circumstances obligors of or with respect to the Secured Obligations. Each Pledgor agrees that CCT Shanghai may, at any time and from time to time, without notice to or demand upon the Pledgors, irrespective of any change in the financial condition of the Pledgors or CCL, perform or not perform any or all of the foregoing acts without affecting the Secured Obligations of such Pledgors hereunder. Each Pledgor agrees that its Secured Obligations hereunder will not be impaired or affected in any way by the performance or non-performance by CCT Shanghai of any of the foregoing acts and that such Pledgor will not be released by any act or event which might otherwise constitute a defense available to, or be deemed a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesof a guarantor or a surety.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity validity, legality or enforceability of the Indenture, the Notes any Loan Document or any other Indenture Document; orRate Protection Agreement;
(b) The the failure of the Collateral Agent or any holder of a NoteLender Party:
(i) To to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Loan Party or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, ; or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligation of Grantors owing to the Secured Parties; orGrantor or of any other Loan Party;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to the Grantor or any other Loan Party or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation of the Grantor or of any other Loan Party for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation of the Grantor or of any other Loan Party or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of any Loan Document or any other Indenture Document; orRate Protection Agreement;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any the Grantor, including, without limitationany other Loan Party, any and all suretyship defensessurety or any guarantor or otherwise, including as a result of any proceeding of the nature referred to in Section 8.1.7 of the Credit Agreement.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes Note or any other Indenture Loan Document; or;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event amendment or occurrence affecting, waiver of or any Indenture Obligations); orconsent to departure from any of the Loan Documents;
(ec) Any amendment toany taking and holding of collateral or any guaranty for all or any of the Obligations, rescissionor any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or other modification ofrelease of any collateral or such guaranty, or any non-perfection of any collateral, or any consent to departure fromfrom any such guaranty;
(d) any manner of application of collateral, or proceeds thereof, to all or any of the Notes Obligations, or the manner of sale of any collateral;
(e) any consent by Lender to the restructure of the Obligations, or any other Indenture Document; orrestructure or refinancing of the Obligations or any portion thereof;
(f) Any additionany modification, exchangecompromise, releasesettlement or release by Lender, surrender by operation of law or nonperfection otherwise, collection or other liquidation of the Obligations or the liability of any collateral (including guarantor, or of any collateral, in whole or in part, and any refusal of payment by the Collateral)Lender, in whole or in part, from any obligor or guarantor in connection with any of the Obligations, whether or not with notice to, or further assent by, or any amendment to or waiver or release reservation of or addition to or consent to departure from rights against, any guaranty, for any of the Indenture ObligationsBorrower; or
(g) Any any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor or guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Company, any Guarantor or any other Person under the provisions of the Notes or any other Indenture Document or otherwise, otherwise or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Secured Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), ) or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, guaranty for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Company, any and all suretyship defensessurety or any guarantor (including any Guarantor).
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Amended and Restated Credit Agreement or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Grantor, any other Obligor or any other Person under the provisions of the Notes or Amended and Restated Credit Agreement, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; orGrantor or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Grantor or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Grantor or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations of the Grantor, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Amended and Restated Credit Agreement or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any the Grantor, including, without limitationany other Obligor, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Assignment and Security Agreement (Nextel Partners Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of the Grantors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Indenture or any other Indenture Document; ordocument or agreement;
(b) The the failure of the Collateral Agent Agent, the Trustee or any holder of a NoteHolder:
(i) To to assert any claim or demand or to enforce any right or remedy against any Grantor or any other Person under the provisions of the Notes Indenture or any other Indenture Document document or agreement or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Assignor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes terms of the Indenture or any other Indenture Document; ordocument or agreement;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Trustee and the security interests granted to the Collateral Agent Trustee hereunder, and all obligations of Grantors the Pledgors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of any of the Indenture, the Notes or any other Indenture Document; orSecured Debt Documents,
(b) The the failure of the Collateral Agent any Secured Party or any holder of a Note:any Secured Obligation
(i) To to assert any claim or demand or to enforce any right or remedy against the Company, any other Obligor or any other Person under the provisions of any of the Notes or any other Indenture Document Secured Debt Documents or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligations of Grantors owing to the Secured Parties; orCompany or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation of the Company or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations of the Company or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgors hereby waive any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations of the Company, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Document; orof the Secured Debt Documents,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Pledged Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Company, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Calpine Corp)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests Liens granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent or any holder of a Note:Current Assets Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Pledgor, any other Obligor or any other Person under the provisions of the Notes or any other Indenture Document Loan Documents or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations Current Assets Obligations of Grantors owing to the Secured Parties; orPledgor or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Current Assets Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Pledgor or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Current Assets Obligation of the Pledgor or any other Obligor for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Current Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orCurrent Assets Obligation of the Pledgor, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes or any other Indenture Document; orterms of the Loan Documents,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Current Assets Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Pledgor, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Current Assets Secured Parties Parent Pledge Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of the Collateral Agent Secured Parties and the security interests granted to the Collateral Agent Secured Parties hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Partnership, any other Obligor or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination termina tion of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Secured Obligations); or;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Partnership, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All To the extent not prohibited by PRC law, all rights of the Collateral Agent CCT Shanghai and the pledge and security interests granted to the Collateral Agent hereundercreated under this Agreement in favor of CCT Shanghai, and all obligations Secured Obligations of Grantors hereunderthe CCLX under the Pledge Documents, to the extent permitted by applicable law, are shall be absolute and unconditional, independent irrespective of:
(a) Any lack approval or consent to any amendment, renewal, restatement, termination, modification or revision of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orPledge Documents;
(b) The failure modification, amendment, supplement or waiver of any provision of any Pledge Documents, including changing the Collateral Agent terms and conditions of disbursement of credit proceeds, renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on the credits or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orpart thereof;
(c) Any change in the timeany Advance of additional funds, manner extension of additional credit or place of payment of, affording other financial accommodations to or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orfor CCLX;
(d) Any reduction, limitation, impairment CCT Shanghai’s acceleration or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge postponement of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability time for performance of, or any other event modification, amendment, supplement or occurrence affectingwaiver of, any Indenture of the Secured Obligations); or, or granting a forbearance with respect thereto;
(e) Any amendment tothe taking and holding of other security for the performance of any Secured Obligations, rescissionaccepting additional or substituted security for the same, waiverand exchanging, enforcing, waiving, releasing, compromising, failing to perfect and selling or other modification of, or otherwise disposing of any consent to departure from, the Notes or any other Indenture Document; orsuch security;
(f) Any addition, exchange, release, surrender or nonperfection the application of any collateral (including security for the Collateral), performance of any Secured Obligations and directing the order or any amendment to or waiver or release manner of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; orsale thereof as CCT Shanghai may determine;
(g) Any the release or discharge of Pledgors; and
(h) accepting, adding, settling, compromising with, releasing or substituting of endorsers, guarantors or other circumstances obligors of or with respect to the Secured Obligations. Each Pledgor agrees that CCT Shanghai may, at any time and from time to time, without notice to or demand upon the Pledgors, irrespective of any change in the financial condition of the Pledgors or CCLX, perform or not perform any or all of the foregoing acts without affecting the Secured Obligations of such Pledgors hereunder. Each Pledgor agrees that its Secured Obligations hereunder will not be impaired or affected in any way by the performance or non-performance by CCT Shanghai of any of the foregoing acts and that such Pledgor will not be released by any act or event which might otherwise constitute a defense available to, or be deemed a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesof a guarantor or a surety.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes any Note or any other Indenture Related Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Issuer, any other Grantor or any other Person under the provisions of the Notes or Indenture, any Note, any other Indenture Related Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Indenture, any Note or any other Indenture Related Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Issuer, any other Grantor, including, without limitation, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Pledge and Security Agreement (New World Coffee Manhattan Bagel Inc)
Security Interest Absolute. All rights of the Collateral Agent Lender and the -------------------------- security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Note or any other Indenture Document; orDocument or any instrument or document relating thereto;
(b) The the failure of the Collateral Agent or any holder of a NoteLender:
(i) To to assert any claim or demand or to enforce any right or remedy against the Pledgor or any other Person under the provisions of the Notes or any other Indenture Document Note or otherwise, ; or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture of the Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture of the Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orof the Secured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Note or any other Indenture Document; orDocument or any instrument or document relating thereto;
(f) Any any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense (other than the defense of payment in full of the Secured Obligations) available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Pledgor, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (MCG Capital Corp)
Security Interest Absolute. All rights of the Collateral Agent Lender and the pledges and security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) a. Any lack of validity or enforceability of the Indenture, the Notes any Note or any other Indenture Loan Document; or
(b) b. The failure of the Collateral Agent Lender or any holder of a any Note:
(i) 1. To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes any Note or any other Indenture Loan Document or otherwise, or
(ii) 2. To exercise any right or remedy against any other Obligor of, or collateral securing securing, any obligations of Grantors any Borrower owing to the Secured PartiesLender; or
(c) c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) d. Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors each Pledgor hereby waive waives any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture ObligationsSecured Obligation); or
(e) e. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes any Note or any other Indenture Loan Document; or
(f) f. Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) g. Any other circumstances which that might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorPledgor, including, without limitation, any and all suretyship defenses.
Appears in 1 contract
Sources: Owners’ Equity Pledge and Security Agreement (Hearx LTD)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; orBorrower,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Borrower,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Borrower for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations of the Borrower or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Security Interest Absolute. All rights of the Collateral Agent and Secured Party in the security interests granted to the Collateral Agent hereunderSecurity Interest, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orCredit Documents;
(b) The the failure of the Collateral Agent or any holder of a NoteSecured Party to:
(i) To assert any claim or demand or to enforce any right or remedy against the Borrower or any Guarantor or any other Person under the provisions of the Notes or any other Indenture Document Credit Documents or otherwise, or
(ii) To exercise any right or remedy against any Guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture of the Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture of the Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orof the Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or any other Indenture Document; orterms of the Credit Documents;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guarantyguarantee, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Pledgor or any Grantor, including, without limitation, any and all suretyship defensesGuarantor.
Appears in 1 contract
Sources: Pledge Agreement (Sun Media Corp)
Security Interest Absolute. All rights of the Collateral Agent Trustee and the security interests granted to the Collateral Agent Trustee hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes any Note or any other Indenture Note Document; or;
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Issuer Grantor, any other Obligor or any other Person under the provisions of the Notes or Indenture, any Note, any other Indenture Note Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Indenture, any Note or any other Indenture Note Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any the Issuer Grantor, includingany other Obligor, without limitation, or any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity validity, legality or enforceability of the Indenture, the Notes any Loan Document or any other Indenture Document; orRate Protection Agreement;
(b) The the failure of the Collateral Agent or any holder of a NoteLender Party:
(i) To to assert any claim or demand or to enforce any right or remedy against any Grantor, any other Loan Party or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, ; or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligation of Grantors owing to the Secured Parties; orany Grantor or any other Loan Party;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to any Grantor or any other Loan Party or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation of any Grantor or of any other Loan Party for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation of any Grantor or of any other Loan Party or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of any Loan Document or any other Indenture Document; orotherwise;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationany other Loan Party, any and all suretyship defensessurety or any guarantor or otherwise, including as a result of any proceeding of the nature referred to in Section 8.1.7 of the Credit Agreement.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Pledgors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of either of the IndentureCredit Agreements, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent any Lender Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of either of the Notes or Credit Agreements, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Obligations of Grantors owing to the Secured Parties; orBorrower or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Borrower or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Borrower or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgors hereby waive any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations of the Borrower, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of either of the Credit Agreements, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Calpine Corp)
Security Interest Absolute. All rights and security interests of the Collateral Agent and Agent, for the security interests benefit of the Secured Parties, granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of, and shall not be impaired or affected by:
(a) Any any lack of validity or enforceability of the IndentureAgreement, the Notes this Security Agreement or any other Indenture Loan Document; or;
(b) The any change in the corporate existence, structure or ownership of the Borrower, or any bankruptcy or insolvency proceeding affecting the Borrower or any property of the Borrower or any resulting release or discharge of any Obligation contained in the Agreement, this Security Agreement or any other Loan Document;
(c) the failure of the Collateral Agent or any holder of a Note:Secured Parties: 118
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under the provisions of the Notes Agreement, this Security Agreement or any other Indenture Loan Document or otherwiseunder any applicable law, or
(ii) To to exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orCollateral;
(cd) Any any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Indenture Obligations Obligations, or any other extensionamendment, compromise modification, or renewal of waiver of, or any Indenture Obligations; orconsent to or any departure from, the Agreement, this Security Agreement, any other Loan Document or any other Instrument relating to any thereof;
(de) Any any increase, reduction, limitation, impairment or termination of any Indenture the Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors hereby waive any right to or claim of any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability unenforceability, or lack of genuineness of, or any other event or occurrence affecting, any Indenture Obligationsof the Obligations (and the Borrower hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or;
(f) Any additionany sale, exchange, release, surrender or nonperfection non-perfection of any collateral (including of the Collateral)Collateral or any other collateral, or any release or amendment or waiver of, or any consent to or waiver any departure from, any guaranty held by the Secured Parties securing or release of guaranteeing all or addition to or consent to departure from any guaranty, for any of the Indenture Obligations;
(g) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower against the Secured Parties; or
(gh) Any any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthe Borrower.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Facility Agent and the security interests granted to the Collateral Facility Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted hereunder to the Collateral Agent hereunderPledgee and the Custodian on the Pledgee's behalf, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Pledge Agreement or any other Indenture Operative Document; or,
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To Pledgee to assert any claim or demand or to enforce any right or remedy against the Pledgor or any other Person under the provisions of the Notes or any other Indenture Operative Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orCertificate A Pledge Agreement
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orthe Pledgee or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of the any other Indenture Operative Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Pledgor or Pledgee or any Grantor, including, without limitation, any and all suretyship defensesother Person.
Appears in 1 contract
Sources: Pledge Agreement (Brookdale Living Communities Inc)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective ofof any of the following conditions, occurrences or events:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To Secured Party to assert any claim or demand or to enforce any right or remedy against the Parent, the Borrower, any other Grantor or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) To otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation, including any increase in the Obligations resulting from the extension of additional credit to any Grantor or any other obligor or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantorthe Parent, including, without limitationthe Borrower, any and all suretyship defensesother Grantor or otherwise.
Appears in 1 contract
Sources: Credit Agreement (HFF, Inc.)
Security Interest Absolute. All rights of the Collateral Agent Buyer and the security interests granted to the Collateral Agent Buyer hereunder, and all obligations of Grantors Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
: (a) Any any lack of validity or enforceability of the IndentureSecurities Purchase Agreement, the Notes any note, or any other Indenture Transaction Document; or
(b) The the failure of the Collateral Agent or any holder of a Note:
Buyer (i) To to assert any claim or demand or to enforce any right or remedy against Grantor, any Subsidiary or any other Person under the provisions of the Notes or Securities Purchase Agreement, any note, any other Indenture Transaction Document or otherwise, or
or (ii) To to exercise any right or remedy against any collateral securing other guarantor of, or Collateral securing, any obligations Secured Obligations of Grantors owing to the Secured PartiesGrantor or any Subsidiary; or
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation of Grantor or any Subsidiary; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations of Grantor or any Subsidiary for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and Grantor hereby waives, to the Grantors hereby waive extent permitted by law, any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations)Secured Obligations of Grantor, any Subsidiary or otherwise; or
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Securities Purchase Agreement, any note or any other Indenture Transaction Document; or
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral Collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationany Subsidiary, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Pledge and Security Agreement (Quest Patent Research Corp)
Security Interest Absolute. The Borrower hereby waives demand, notice, protest, notice of acceptance of this Second Amended and Restated Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any i. any illegality or lack of validity or enforceability of the Indenture, the Notes any obligation or Borrower hereunder or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or ii. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the obligations of Borrower hereunder, or any rescission, waiver, amendment or other modification of this Second Amended and Restated Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of additional credit or otherwise;
iii. any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations obligations of the Borrower hereunder;
iv. any manner of sale, disposition or application of proceeds of any collateral or any other extensioncollateral or other assets to all or part of the obligations of the Borrower hereunder;
v. any default, compromise failure or renewal delay, willful or otherwise, in the performance of the obligations of the Borrower hereunder;
vi. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or
vii. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the loans granted hereunder or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Borrower or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent any Secured Party or any holder of a any Note:
(i) To to assert any claim or demand or to enforce any right or remedy against any Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Security and Pledge Agreement (World Almanac Education Group Inc)
Security Interest Absolute. All rights of the Collateral Facility Agent and the security interests granted to the Collateral Facility Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any of ___ any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note or any other Indenture Loan Document; or
(b) The , ___ the failure of the Collateral Agent any Secured Party or any holder of a Note:
(i) To any Note __ to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any other Indenture Loan Document or otherwise, or
(ii) To or __ to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; or
(c) Any Obligations, ___ any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any Secured Obligation, ___ any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors such Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any Secured Obligations or otherwise, ___ any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or
(f) Any , ___ any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or 188 consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any , or ___ any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, any Note, the Notes Guarantee or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To Lender to assert any claim or demand or to enforce any right or remedy against the Borrower, the Guarantor or any other Person under the provisions of the Notes Credit Agreement, any Note or any other Indenture Loan Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Guaranteed Obligations or any other extension, compromise or renewal of any Indenture Guaranteed Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Guaranteed Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orGuaranteed Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement, any Note or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Guaranteed Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesthe Borrower or the Guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any lack any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of validity court, by operation of law or enforceability otherwise, of the Indentureexercise or enforcement of, the Notes or any other Indenture Document; or
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right right, power or remedy (whether arising under the provisions of the Notes or any other Indenture Document Loan Document, at law, in equity or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing with respect to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any agreement relating thereto, or with respect to any other extension, compromise guaranty of or renewal security for the payment of any Indenture of the Obligations; or;
(db) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, amendment or other modification of, or any consent to departure from, any of the Notes terms or provisions (including provisions relating to events of default) hereof, in any other Loan Document or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for any of the Obligations, in each case, whether or not in accordance with the terms hereof or any other Indenture Document; orLoan Document or any agreement relating to such other guaranty or security;
(c) any of the Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect;
(d) the application of payments received from any source (other than payments received from the proceeds of any security for any of the Obligations, except to the extent such security also serves as collateral for indebtedness other than the Obligations) to the payment of indebtedness other than the Obligations, even though Pledgee might have elected to apply such payment to any part or all of the Obligations;
(e) Pledgee’s consent to the change, reorganization or termination of the corporate structure or existence of Pledgor or any Pledged Entity and to any corresponding restructuring of any of the Obligations;
(f) Any additionany defenses, exchange, release, surrender set-offs or nonperfection counterclaims which the Pledgor may allege or assert against Pledgee in respect of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; orand
(g) Any any other circumstances which might otherwise constitute a defense available toact or thing or omission, or a legal delay to do any other act or equitable discharge ofthing, which may or might in any Grantor, including, without limitation, manner or to any and all suretyship defensesextent vary the risk of Pledgor as an obligor in respect of any of the Obligations.
Appears in 1 contract
Sources: Pledge Agreement (Entrx Corp)
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
: (a) Any any lack of validity or enforceability of the IndentureFinancing Agreement, the Notes any other Financing Document or any other Indenture Documentagreement or instrument relating thereto; or
(b) The the exercise by Lender of any remedy, power or privilege contained in any Financing Document or available at law, equity or otherwise; (c) the failure of the Collateral Agent or any holder of a Note:
Lender (i) To to assert any claim or demand or to enforce any right or remedy against Pledged Company, any Affiliate of Pledged Company or any other Person under the provisions of the Notes or Financing Agreement, the Note, any other Indenture Financing Document or otherwise, or
otherwise or (ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured PartiesObligations; or
(cd) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations (including any increase in the amount thereof), or any other extensionamendment or waiver of or any consent to any departure from the Financing Agreement or any other Financing Document; (e) any action by Lender to take and hold security or collateral for the payment of the Obligations, compromise or renewal sell, exchange, release, dispose of, or otherwise deal with, any property pledged, mortgaged or conveyed, or in which Lender has been granted a Lien, to secure any indebtedness to Lender of Pledgor, Pledged Company, any Indenture Obligationsof their respective Affiliates or any other Person party to a Financing Document; or
(df) Any any reduction, limitation, impairment or termination of any Indenture of the Obligations for any reason (other than the satisfaction and discharge written agreement of the Indenture Lender to terminate the Obligations in full), but including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors shall not be subject to, and Pledgor hereby waive waives any right to or claim of of, any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations)Obligation of Pledged Company, any Affiliate of Pledged Company or otherwise; or
(eg) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Financing Agreement, the Note, or any other Indenture Financing Document; or
(fh) Any addition, any exchange, releasesurrender, surrender release or nonperfection non-perfection of any collateral (including the Collateral), or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guaranty, for other security interest held by Lender securing any of the Indenture Obligations; or
(gi) Any the application by Lender of any sums by whomever paid or however realized to any amounts owing by Pledgor, Pledged Company or any other circumstances Person party to the Financing Documents to Lender in such manner as Lender shall determine in its discretion; (j) any bankruptcy or insolvency of Pledged Company, Pledgor or any other Person; or (k) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor or any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor (other than the defense of payment).
Appears in 1 contract
Security Interest Absolute. The Grantor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations Secured Obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any a. any illegality or lack of validity or enforceability of the Indenture, the Notes this Agreement or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or b. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the Indebtedness, or any rescission, waiver, amendment or other modification of the Promissory Note, this Agreement or any other agreement, including any increase in the Indebtedness resulting from any extension of additional credit or otherwise;
c. any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations Indebtedness or Collateral;
d. any manner of sale, disposition or application of proceeds of any Collateral or any other extensioncollateral or other assets to all or part of the Secured Obligations;
e. any default, compromise failure or renewal delay, willful or otherwise, in the performance of this this Agreement or the Promissory Note;
f. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Grantor against the Lender; or
g. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the Promissory Note or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Grantor or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Grantor or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Sources: Commercial Security Agreement (Terry Benjamin Scott)
Security Interest Absolute. All rights of the Collateral Agent and the -------------------------- security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each of the Pledgors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of, and shall not be impaired or affected by:
(a) Any any lack of validity or enforceability of the IndentureLoan Agreement, the Notes any other Transaction Document, or any other Indenture Document; orInstrument relating to any thereof or to any of the Lender Obligations;
(b) The any change in the corporate existence, structure or ownership of any of the Pledgors or their Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any such Person or any Property of any such Person or any resulting release or discharge of any Obligation contained in the Loan Agreement or any other Transaction Document;
(c) the failure of the Collateral Agent or any holder of a Note:Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against such Pledgor, any other Pledgor or any other Person under the provisions of the Notes Loan Agreement or any other Indenture Transaction Document or otherwiseany other Instrument relating to any thereof or under any applicable law, or
(ii) To to exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orPledged Collateral;
(cd) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations Obligations, or any other compromise, renewal, extension, compromise acceleration or renewal of release with respect thereto or with respect to the Pledged Collateral, or any Indenture Obligations; orother amendment to, rescission, waiver or other modification of, or any consent to any departure from, the Loan Agreement or any other Transaction Document or any other Instrument relating to any thereof;
(de) Any any increase, reduction, limitation, impairment or termination of any Indenture the Lender Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors hereby waive any right to or claim of any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or or, any other event or occurrence affecting, any Indenture Obligationsof the Lender Obligations (and each of the Pledgors hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or;
(f) Any additionany sale, exchange, release, surrender release or nonperfection non-perfection of any collateral (including the Pledged Collateral), or any release of or amendment to or waiver or release of or addition to or consent to departure from any guaranty, for guaranty or collateral held by the Agent or any other Secured Party securing or guaranteeing all or any of the Indenture Lender Obligations;
(g) any defense, set-off or counterclaim which may at any time be available to or be asserted by any Pledgor against any other Pledgor or against any Secured Party; or
(gh) Any any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesof the Pledgors.
Appears in 1 contract
Sources: Pledge Agreement (Pacific Aerospace & Electronics Inc)
Security Interest Absolute. The obligations of Pledgor under this Agreement are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against Pledgor to enforce this Agreement, irrespective of whether any action is brought against the Borrower, any other pledgor or any guarantor of the Secured Obligations or whether the Borrower, any other pledgor or any guarantor of the Secured Obligations is joined in any such action or actions. All rights of the Collateral Administrative Agent and the assignment, hypothecation and security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenturethis Agreement, the Notes Credit Agreement, any other Financing Document or any other Indenture Document; oragreement or instrument relating to any thereof, the absence of any action to enforce the same, any release of any Borrower Entity or Pledgor, the recovery of any judgment against any Borrower Entity or Pledgor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Pledgor;
(b) The failure any occurrence or condition whatsoever, including without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the Collateral obligations of any Borrower Entity or Pledgor contained in this Agreement, the Credit Agreement or any other Financing Document, (ii) any impairment, modification, release or limitation of the liability of any Borrower Entity or Pledgor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by Pledgor, the Administrative Agent or any holder other Secured Party of a Note:
any rights or remedies, (iiv) To assert the assignment or the purported assignment of any claim property as security for the Secured Obligations, including all or demand or to enforce any right or remedy under the provisions part of the Notes rights of Pledgor under this Agreement, (v) the extension of the time for payment by any Borrower Entity or any other Indenture guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any Financing Document or of the time for performance by any Borrower Entity or Pledgor of any other obligations under or arising out of any terms or provisions or the extension of the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, or
agreement or obligation of any Borrower Entity or Pledgor set forth in any Financing Document, (iivii) To exercise the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting any right Borrower Entity or remedy against Pledgor or any collateral securing of their respective assets, or the disaffirmancy of this Agreement or any obligations Financing Document in any such proceeding, (viii) the release or discharge of Grantors owing to any Borrower Entity or Pledgor from the Secured Partiesperformance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of this Agreement or any Financing Document or (x) any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor; or
(c) Any change in the timeany exchange, manner release or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal non perfection of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofcollateral, or any other event release or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guarantyother guarantee, for all or any of the Indenture Secured Obligations; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defenses.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to the Collateral Agent Lender hereunder, and all obligations of Grantors each Borrower hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following:
(a) a. Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture DocumentCredit Agreement; or
(b) b. The failure of the Collateral Agent Lender or any holder of a any Note:
(i) i. To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document Credit Agreement or otherwise, or
(ii) . To exercise any right or remedy against any other Borrower of, or any collateral securing securing, any obligations of Grantors any Borrower owing to the Secured PartiesLender; or
(c) c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) e. Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) f. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Documentterms of the Credit Agreement; or
(f) g. Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsSecured Obligation; or
(g) h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorBorrower or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Borrower hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors the Company hereunder, shall be, to the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orPromissory Note,
(b) The the failure of the Collateral Agent Lender or any assigned holder of a the Promissory Note:
(i) To to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the provisions of the Notes or any other Indenture Document Promissory Note, this Agreement or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligation of Grantors owing to the Secured Parties; orCompany,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of the Company, including any increase in the Secured Obligations resulting from the extension of additional credit to the Company or otherwise,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation of the Company for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Company hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation of the Company or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Promissory Note or any other Indenture Document; orthis Agreement,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Company, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Intelliworxx Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors the Authority hereunder, to the extent permitted by applicable law, are absolute and unconditional, shall be unconditional irrespective of:
(a) Any any lack of validity or enforceability of the Indenturethis Agreement, the Notes BACA, or any other Indenture Sale Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To the Trust to assert any claim or demand or to enforce any right or remedy against the Authority, any affiliate of the Authority or any other Person under the provisions of this Agreement, the Notes or BACA, any other Indenture Sale Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations amounts payable under the Sale Documents (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Indenture Obligations; orconsent to any departure from this Agreement or any Sale Document;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations of the Sale Documents for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, but including any claim of waiver, release, surrender, alteration or compromise (compromise, and shall not be subject to, and the Grantors Authority hereby waive waives any right to or claim of of, any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSale Document or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of this Agreement, the BACA or any other Indenture Sale Document; or;
(f) Any addition, any exchange, releasesurrender, surrender release or nonperfection non-perfection of any collateral (including the Collateral)Account collateral, or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guarantyother security interest held by Collateral Agent under the Deposit and Disbursement Agreement or the BACA;
(g) any bankruptcy or insolvency of the Trust, the Authority or any other Person;
(h) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in the collateral, even though such foreclosure, sale or election of remedies may impair the subrogation rights of the Authority or may preclude the Authority from obtaining reimbursement, contribution, indemnification or other recovery and even though the Authority may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any of the Indenture Obligationsdeficiency; or
(gi) Any any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Authority or any Grantor, including, without limitation, any and all suretyship defensesthird party pledgor (other than the defense of payment).
Appears in 1 contract
Sources: Authority PSL Account Agreement
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Fixed Assets Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrowers, any other Obligor or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, otherwise or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orFixed Assets Obligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Fixed Assets Obligations or any other extension, compromise or renewal of any Indenture Fixed Assets Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Fixed Assets Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Fixed Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orFixed Assets Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Fixed Assets Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Fixed Assets Security Agreement (Sterling Chemical Inc)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective ofof any of the following conditions, occurrences or events:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To Secured Party to assert any claim or demand or to enforce any right or remedy against Holdings, Spansion Technology, the Borrower, any other Grantor or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) To otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to any Grantor or any other obligor or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorHoldings, includingSpansion Technology, without limitationBorrower, any and all suretyship defensesother Grantor or otherwise.
Appears in 1 contract
Security Interest Absolute. All rights 13.1. In order to enforce this Agreement, a separate action may be brought against Pledgor regardless of whether any action is brought against Borrower under the Note Purchase Agreement or the Transaction Documents. The obligations of Pledgor under this Agreement are independent of the Collateral Agent Secured Obligations of the Borrower or any other obligations of the Borrower under the Note Purchase Agreement or the other Transaction Documents.
13.2. The pledge, assignment and the grant of security interests granted to the Collateral Agent interest by Pledgor hereunder, and all obligations of Grantors hereunderPledgor hereunder and all rights of Investor hereunder shall be irrevocable, absolute and unconditional irrespective of, and to the maximum extent permitted by applicable lawlaw Pledgor hereby irrevocably waives any defenses relating to, are absolute and unconditional, irrespective ofany or all of the following:
(a) Any any lack of enforceability or validity or enforceability of any agreement with respect to any of the IndentureSecured Obligations, the Notes or any other Indenture Document; oragreement or instrument relating to any of the foregoing;
(b) The failure any exchange, release or non-perfection of any Lien on any collateral, or any release or amendment or waiver of or consent under or departure from any guaranty securing any or all of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, place or manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise amendment or renewal waiver of or any Indenture Obligationsconsent to any departure from the Note Purchase Agreement any other agreement or instrument relating thereto; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Pledgor in respect of the Secured Obligations or this Agreement.
13.3. To the extent permitted by applicable law, Pledgor waives (a) demand, notice, protest, or other action taken in reliance hereon, and all other demands and notices of any Grantor, including, without limitation, description and (b) any and all other suretyship defenses.
13.4. Notwithstanding the provisions of Article XIII, this Agreement, the pledge, assignment and grant of security interest hereunder, and all obligations of Pledgor hereunder shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by Investor or by any other person upon the insolvency, bankruptcy or reorganization of Pledgor or Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Stock Pledge Agreement (Antelope Enterprise Holdings LTD)
Security Interest Absolute. All rights of the Collateral Agent Chase and the security interests granted to the Collateral Agent Chase hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a NoteChase:
(i) To to assert any claim or demand or to enforce any right or remedy against the Grantors or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, otherwise or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), ) or any amendment to or to, waiver or release of of, addition to, consent to, or addition to or consent to departure from any guaranty, guaranty for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All Other than as set forth herein, all rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Credit Agreement or any other Indenture Basic Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
to either (i) To assert any claim or demand or to enforce any right or remedy against the Pledgor, any other Obligor or any other Person under the provisions of the Notes or any other Indenture Basic Document or otherwise, or
or (ii) To exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any part of the Indenture Obligations Obligations, or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Basic Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to to, or consent to departure from from, any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge ofof any Obligor, any Grantor, including, without limitation, surety or any and all suretyship defensesguarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Secured Party and the security interests and International Interests assigned, granted to and created in favor of the Collateral Agent Secured Party hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are will be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a NoteSecured Party to:
(i) To assert any claim or demand or to enforce any right or remedy against the Grantor or any other Person under the provisions of the Notes or Loan Agreement any other Indenture Loan Document or otherwise, ; or
(ii) To to exercise any right or remedy against any Guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture of the Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture of the Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and will not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture of the Obligations); or;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Loan Agreement or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any the Grantor, including, without limitation, any and all suretyship defenses.
Appears in 1 contract
Sources: Master Aircraft Loan and Security Agreement (Erickson Air-Crane Inc)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations Obligations of the Grantors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes any Note, any Letters of Credit, any Acceptances or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a NoteSecured Party:
(i) To to assert any claim or demand or to enforce any right or remedy against Borrower, any other Obligor or any other Person under the provisions of the Notes or Credit Agreement, any Note, any Letters of Credit, any Acceptances, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the Notes terms of the Credit Agreement, any Note, any Letters of Credit, any Acceptances or any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationBorrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent Lender hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditionalunconditional and, irrespective ofwithout limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) Any lack of validity any extension, renewal, settlement, compromise, waiver or enforceability release in respect of the IndentureLoan, the Notes Note or any other Indenture Documentdocument evidencing or securing the Loan, by operation of law or otherwise;
(b) any modification or amendment or supplement to the Note or any other document evidencing or securing the Loan;
(c) any release, non-perfection or invalidity of any direct or indirect security for the Loan;
(d) any change in the existence, structure or ownership of Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower or its assets or any resulting disallowance, release or discharge of all or any portion of the Loan;
(e) the existence of any claim, set-off or other right which Grantor may have at any time against Borrower, the Lender or any other person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability of all or any portion of the Loan as to Borrower for any reason, or any provision of applicable law or regulation purporting to prohibit the payment by Borrower of the Loan;
(g) any failure by the Lender (i) to file or enforce a claim against Borrower or its estate (in a bankruptcy or other proceeding), (ii) to give notice of the existence, creation or incurring by Borrower of any new or additional indebtedness or obligation under or with respect to the Loan, (iii) to commence any action against Borrower, (iv) to disclose to Grantor any facts which the Lender may now or hereafter know with regard to Borrower or (v) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Loan; or
(bh) The failure any other act or omission to act or delay of any kind by Borrower or the Collateral Agent Lender or any holder of a Note:
(i) To assert other person or any claim or demand or to enforce any right or remedy under other circumstance whatsoever which might, but for the provisions of the Notes or any other Indenture Document or otherwisethis clause, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any of Grantor, including, without limitation, any and all suretyship defenses’s obligations hereunder.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Geospatial Corp)
Security Interest Absolute. The obligations of Pledgor under this Agreement are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against Pledgor to enforce this Agreement, irrespective of whether any other action is brought against the Pledgor, any other pledgor or any guarantor of the Secured Obligations or whether the Pledgor, any other pledgor or any guarantor of the Secured Obligations is joined in any such action or actions. All rights of the Collateral Administrative Agent and the assignment, hypothecation and security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenturethis Agreement, the Notes Credit Agreement, any other Financing Document or any other Indenture Document; oragreement or instrument relating to any thereof, the absence of any action to enforce the same, any release of any Borrower Entity or Pledgor, the recovery of any judgment against any Borrower Entity or Pledgor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Pledgor;
(b) The failure any occurrence or condition whatsoever, including without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the Collateral obligations of any Borrower Entity or Pledgor contained in this Agreement, the Credit Agreement or any other Financing Document, (ii) any impairment, modification, release or limitation of the liability of any Borrower Entity or Pledgor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by Pledgor, the Administrative Agent or any holder other Secured Party of a Note:
any rights or remedies, (iiv) To assert the assignment or the purported assignment of any claim property as security for the Secured Obligations, including all or demand or to enforce any right or remedy under the provisions part of the Notes rights of Pledgor under this Agreement, (v) the extension of the time for payment by any Borrower Entity or any other Indenture guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any Financing Document or of the time for performance by any Borrower Entity or Pledgor of any other obligations under or arising out of any terms or provisions or the extension of the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, or
agreement or obligation of any Borrower Entity or Pledgor set forth in any Financing Document, (iivii) To exercise the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting any right Borrower Entity or remedy against Pledgor or any collateral securing of their respective assets, or the disaffirmancy of this Agreement or any obligations Financing Document in any such proceeding, (viii) the release or discharge of Grantors owing to any Borrower Entity or Pledgor from the Secured Partiesperformance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of this Agreement or any Financing Document or (x) any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor; or
(c) Any change in the timeany exchange, manner release or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal non-perfection of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofcollateral, or any other event release or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guarantyother guarantee, for all or any of the Indenture Secured Obligations; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defenses.
Appears in 1 contract
Security Interest Absolute. The obligations of Pledgor under this Agreement are independent of the Secured Obligations, and a separate action or actions may be brought and prosecuted against Pledgor to enforce this Agreement, irrespective of whether any action is brought against the Borrower, any other pledgor or any guarantor of the Secured Obligations or whether the Borrower, any other pledgor or any guarantor of the Secured Obligations is joined in any such action or actions. All rights of the Collateral Administrative Agent and the assignment, hypothecation and security interests granted to the Collateral Agent interest hereunder, and all obligations of Grantors Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenturethis Agreement, the Notes Credit Agreement, any other Financing Document or any other Indenture Document; oragreement or instrument relating to any thereof, the absence of any action to enforce the same, any release of any Borrower Entity or Pledgor, the recovery of any judgment against any Borrower Entity or Pledgor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Pledgor;
(b) The failure any occurrence or condition whatsoever, including without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the Collateral obligations of any Borrower Entity or Pledgor contained in this Agreement, the Credit Agreement or any other Financing Document, (ii) any impairment, modification, release or limitation of the liability of any Borrower Entity or Pledgor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by Pledgor, the Administrative Agent or any holder other Secured Party of a Note:
any rights or remedies, (iiv) To assert the assignment or the purported assignment of any claim property as security for the Secured Obligations, including all or demand or to enforce any right or remedy under the provisions part of the Notes rights of Pledgor under this Agreement, (v) the extension of the time for payment by any Borrower Entity or any other Indenture guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any Financing Document or of the time for performance by any Borrower Entity or Pledgor of any other obligations under or arising out of any terms or provisions or the extension of the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, or
agreement or obligation of any Borrower Entity or Pledgor set forth in any Financing Document, (iivii) To exercise the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting any right Borrower Entity or remedy against Pledgor or any collateral securing of their respective assets, or the disaffirmancy of this Agreement or any obligations Financing Document in any such proceeding, (viii) the release or discharge of Grantors owing to any Borrower Entity or Pledgor from the Secured Partiesperformance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of this Agreement or any Financing Document or (x) any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor; or
(c) Any change in the timeany exchange, manner release or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal non-perfection of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability ofcollateral, or any other event release or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guarantyother guarantee, for all or any of the Indenture Secured Obligations; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defenses.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Holder and the security interests granted to the Collateral Agent Holder hereunder, and all obligations of Grantors Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
: (a) Any any lack of validity or enforceability of the IndentureRestructure Agreement, the Notes or any other Indenture Pledge Agreement Document; or
(b) The the failure of the Collateral Agent or any holder of a Note:
Holder (i) To to assert any claim or demand or to enforce any right or remedy against Grantor, any Pledged Subsidiary or any other Person under the provisions of the Notes or Restructure Agreement, any other Indenture Pledge Agreement Document or otherwise, or
or (ii) To to exercise any right or remedy against any collateral securing other guarantor of, or Collateral securing, any obligations Secured Obligations of Grantors owing to the Secured PartiesGrantor or any Pledged Subsidiary; or
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation of Grantor or any Pledged Subsidiary; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations of Grantor or any Pledged Subsidiary for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and Grantor hereby waives, to the Grantors hereby waive extent permitted by law, any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations)Secured Obligations of Grantor, any Pledged Subsidiary or otherwise; or
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Restructure Agreement, or any other Indenture Pledge Agreement Document; or
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral Collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationany Pledged Subsidiary, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Sources: Pledge and Security Agreement (Quest Patent Research Corp)
Security Interest Absolute. The Borrower hereby waives demand, notice, protest, notice of acceptance of this Amended and Restated Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any i. any illegality or lack of validity or enforceability of the Indenture, the Notes any obligation or Borrower hereunder or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or ii. any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the obligations of Borrower hereunder, or any rescission, waiver, amendment or other modification of this Amended and Restated Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of additional credit or otherwise;
iii. any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations obligations of the Borrower hereunder;
iv. any manner of sale, disposition or application of proceeds of any collateral or any other extensioncollateral or other assets to all or part of the obligations of the Borrower hereunder;
v. any default, compromise failure or renewal delay, willful or otherwise, in the performance of the obligations of the Borrower hereunder;
vi. any Indenture Obligationsdefense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or
vii. any other circumstance (d) Any reductionincluding, without limitation, impairment any statute of limitations) or termination manner of administering the loans granted hereunder or any Indenture Obligations for existence of or reliance on any reason (other than representation by the satisfaction and discharge Lender that might vary the risk of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration Borrower or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture Document; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any other circumstances which might otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Borrower or any Grantorother grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Bank One and the security interests Security Interests granted to the Collateral Agent hereunder, and all obligations each of Grantors hereunderthe Grantor's Obligations, shall, to the extent permitted by applicable law, are be absolute and unconditional, unconditional irrespective of:
(a) Any any lack of validity or enforceability of the IndentureCredit Agreement, the Notes Swing Line Note or Bank One Letter of Credit, or any other Indenture Document; oragreement or instrument relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event amendment or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, waiver of or any consent to departure from, the Notes Credit Agreement, Swing Line Note or Bank One Letter of Credit, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Borrower or otherwise;
(c) any taking and holding of Patent and Trademark Collateral or guarantees for all or any other Indenture Documentof the Secured Obligations; or
(f) Any additionor any amendment, alteration, exchange, releasesubstitution, surrender transfer, enforcement, waiver, subordination, termination or release of any Patent and Trademark Collateral or such guarantees, or any nonperfection of any collateral (including the Patent and Trademark Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any such guaranty;
(d) any manner of application of Patent and Trademark Collateral, for or proceeds thereof, to all or any of the Indenture Secured Obligations, or the manner of sale or other disposition of any Patent and Trademark Collateral;
(e) any consent by any Lender, the Issuer, the Swing Line Lender or the Agent to the change, restructuring or termination of the corporate structure or existence of any Grantor and any corresponding restructure of the Secured Obligations, or any other restructure or refinancing of the Secured Obligations or any portion thereof;
(f) any modification, compromise, settlement or release by the Agent or any Lender, the Issuer or the Swing Line Lender, by operation of law or otherwise (except any of the foregoing with respect to this Agreement), collection or other liquidation of the Secured Obligations or the liability of any Grantor, or of the Patent and Trademark Collateral, in whole or in part, and any refusal of payment by the Agent or any Lender, the Issuer or the Swing Line Lender, in whole or in part, from any obligor, any Grantor in connection with any of the Secured Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, any Grantor; or
(g) Any any other circumstances which circumstance (other than by operation of law) that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor. The granting of a Security Interest in the Patent and Trademark Collateral shall continue to be effective or shall be reinstated, as the case may be, if at any Grantortime any payment of any of the Secured Obligations is rescinded or must otherwise be returned by Bank One or any Lender, includingthe Issuer or the Swing Line Lender upon the insolvency, without limitationbankruptcy or reorganization of any Grantor or otherwise, any and all suretyship defenses.as though such payment had not been made. 11 12
Appears in 1 contract
Sources: Patent and Trademark Security Agreement (Telxon Corp)
Security Interest Absolute. All rights of the Collateral Agent Lender and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to the Collateral Agent Lender hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following:
(a) a. Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or
(b) b. The failure of the Collateral Agent Lender or any holder of a any Note:
(i) 1. To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) 2. To exercise any right or remedy against any other Obligor of, or any collateral securing securing, any obligations of Grantors any Borrower owing to the Secured Partiesany Lender; or
(c) c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) e. Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) f. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or terms of any other Indenture Loan Document; or
(f) g. Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsSecured Obligation; or
(g) h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorGrantor or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Grantor hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation.
Appears in 1 contract
Sources: Master Security Agreement, Collateral Assignment and Equity Pledge (Hearx LTD)
Security Interest Absolute. All rights of the Collateral Administrative Agent and Lenders and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following:
(a) a. Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or
(b) b. The failure of the Collateral Administrative Agent or any Lender or any holder of a any Note:
(i) 1. To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) 2. To exercise any right or remedy against any other Obligor of, or any collateral securing securing, any obligations of Grantors any Borrower owing to the Secured Partiesany Lender; or
(c) c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) e. Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) f. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or terms of any other Indenture Loan Document; or
(f) g. Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsSecured Obligation; or
(g) h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorGrantor or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Grantor hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation.
Appears in 1 contract
Sources: Master Security Agreement, Collateral Assignment and Equity Pledge (Bizness Online Com)
Security Interest Absolute. All rights of the Collateral Agent and the other Lender Parties and the security interests granted to the Collateral Agent and the other Lender Parties hereunder, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
of (a) Any any lack of validity or enforceability of the Indenture, the Notes Credit Agreement or any other Indenture Loan Document; or
(b) The the failure of the Collateral Agent or any holder of a Note:
Lender Party (i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes Credit Agreement or any other Indenture Loan Document or otherwise, or
or (ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured PartiesObligations; or
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Secured Obligations); or
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement or any other Indenture Loan Document; or
(f) Any any addition, exchange, release, surrender surrender, or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and Lenders and the security interests granted interests, collateral assignments and pledges granted, assigned and pledged to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective ofof the occurrence of any one or more of the following:
(a) a. Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or
(b) b. The failure of the Collateral Administrative Agent or any Lender or any holder of a any Note:
(i) 1. To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) 2. To exercise any right or remedy against any other Obligor of, or any collateral securing securing, any obligations of Grantors any Borrower owing to the Secured Partiesany Lender; oror --
(c) c. Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) e. Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to compromise; or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or--
(e) f. Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or terms of any other Indenture Loan Document; oror --
(f) g. Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsSecured Obligation; oror --
(g) h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any GrantorGrantor or its obligations hereunder, including, without limitation, any and all suretyship defenses. Each Grantor hereby waives any right to or any claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation.
Appears in 1 contract
Sources: Master Security Agreement, Collateral Assignment and Equity Pledge (NBG Radio Network Inc)
Security Interest Absolute. All rights of the Collateral Agent Lenders and the security interests granted to the Collateral Agent Lenders hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Document; orNotes;
(b) The the failure of the Collateral Agent any Lender or any holder of a Note:;
(i) To to assert any claim or demand or to enforce any right or remedy under against the provisions of the Notes or any other Indenture Document or otherwiseGrantor, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge repayment in full of the Indenture Obligations in fullSecured Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Document; orNote;
(f) Any any addition, exchange, release, surrender surrender, impairment or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any the Grantor, including, without limitation, any and all suretyship defensesother person or otherwise.
Appears in 1 contract
Sources: Security Agreement (Neoprobe Corp)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity validity, legality or enforceability of the Indenture, the Notes any Loan Document or any other Indenture Document; orRate Protection Agreement;
(b) The the failure of the Collateral Agent or any holder of a NoteLender Party:
(i) To to assert any claim or demand or to enforce any right or remedy against any Grantor, any other Loan Party or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, ; or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Secured Obligation of Grantors owing to the Secured Parties; orany Grantor or of any other Loan Party;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Obligations; orSecured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to any Grantor or any other Loan Party or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation of any Grantor or of any other Loan Party for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligation of any Grantor or of any other Loan Party or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of any Loan Document or any other Indenture Document; orRate Protection Agreement;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationany other Loan Party, any and all suretyship defensessurety or any guarantor or otherwise, including as a result of any proceeding of the nature referred to in Section 8.1.7 of the Credit Agreement.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted to the Collateral Agent Pledgee hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of any of the Indenture, the Notes Loan Documents or any other Indenture Document; orinstruments relating thereto;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Borrower Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event renewal, extension, amendment, modification or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or other modification of, waiver of or any consent to departure fromfrom any of the Loan Documents;
(c) any act or omission of Pledgee (or other holder of the Loan Documents) of any nature whatsoever;
(d) with respect to Pledgor, the Notes Borrower, or any other Indenture DocumentPerson, (i) any failure to obtain required authorization by all necessary corporate, partnership or other action relating to the incurrence of the Borrower Obligations or the Secured Obligations or to the execution, delivery or performance of any of the Loan Documents, or (ii) any violation of any provision of any of the articles of incorporation, by-laws, partnership agreement or any other document, instrument or agreement occasioned by the incurrence of the Borrower Obligations or the Secured Obligations, by the execution, delivery, or performance of any of the Loan Documents, or by any failure of same to have been duly authorized by all necessary corporate or other action;
(e) any release, amendment, waiver, modification, extension or renewal of or consent to departure from, any guaranty given to secure all or any of the Borrower Obligations or the Secured Obligations (other than a release of the Guaranty), or forbearance of any other action or inaction under or in respect of any of the Loan Documents;
(f) any exchange, release, forbearance or surrender of or any other action or inaction with respect to any collateral (including, without limitation, the Collateral, other than a release of all of the Collateral which would result in a termination of the Guaranty under Section 8(a) thereof) at any time and from time to time now or hereafter securing any or all of the Borrower Obligations or the Secured Obligations or the Loan Documents or the liability of Pledgor, Borrower, or any other Person in respect of all or any of the Loan Documents, or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any loss or destruction of any such collateral, or any matter impairing the value of such collateral as security for all or any of the Borrower Obligations, or the liability of Pledgor, Borrower, or any other Person, in respect of all or any of the Borrower Obligations or Loan Documents;
(g) any guaranty now or hereafter executed by Pledgor or anyone else or any recovery under any such other guaranty;
(h) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any of the terms and provisions of the Loan Documents, or any claim, cause of action, right or remedy which Pledgee may, at any time, have under any of the Loan Documents or with respect to any guaranty or any security which may be held by Pledgee (or other holder of the Loan Documents) with respect to the Loan;
(i) the failure to give Pledgor any notice whatsoever, other than any notice which Pledgee is expressly required to give pursuant to any provision of this Pledge and Security Agreement;
(j) exculpatory provisions in any of the Loan Documents (other than in the Guaranty or in this Pledge and Security Agreement) limiting recourse to property encumbered by the Loan Documents or to any other security or limiting rights to enforce a deficiency judgment against the Borrower;
(k) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of any of the Borrower's interest in any property securing the Loan or the occurrence of any such sale, assignment, conveyance, merger or other voluntary or involuntary transfer which results in Pledgor becoming the Borrower under any of the Loan Documents; provided, however, that any such sale, assignment, conveyance, merger or other transfer shall be subject to the limitations set forth in the Loan Documents;
(l) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the interests of Pledgee (or other holder of the Loan Documents) in this Pledge and Security Agreement or any of the other Loan Documents;
(m) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, or the like, of Pledgor, Borrower or any other Person, whether or not Pledgor shall have notice or knowledge of any of the foregoing;
(n) any recovery (other than payment in full of all of the Secured Obligations which would result in a termination of the Guaranty under Section 8(a) thereof) as a result of the exercise by Pledgee (or other holder of the Loan Documents) of any of its rights or remedies under the Loan Documents, including any foreclosure thereof; or
(fo) Any additionany other fact, exchange, release, surrender circumstance or nonperfection matter of any collateral nature whatsoever (including the Collateral), or any amendment to or waiver or release other than payment in full of or addition to or consent to departure from any guaranty, for any all of the Indenture Obligations; or
(gSecured Obligations which would result in a termination of the Guaranty under Section 8(a) Any other circumstances which thereof) that might otherwise constitute a defense available to, or a legal or equitable discharge of, or might otherwise operate to release or affect the obligations of, Pledgor, Borrower, or any Grantorother Person liable to Pledgee (or other holder of the Loan Documents) in respect of any of the Borrower Obligations, including, without limitation, any and all suretyship defensesthe Secured Obligations or the Loan Documents.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent PHP and the security interests granted to the Collateral Agent PHP hereunder, and all obligations of Grantors any Pledgor hereunder, to the extent permitted by applicable law, are absolute and unconditional, irrespective of:
(a) Any lack of validity or enforceability of the Indenture, the Notes or any other Indenture DocumentStock Purchase Note; or
(b) The failure of the Collateral Agent PHP or any holder of a the Stock Purchase Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document Stock Purchase Note or otherwise, or
(ii) To exercise any right or remedy against any other obligor of, or collateral securing security, any obligations of Grantors Shamrock owing to the Secured PartiesPHP; or
(c) Any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations Secured Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise (and the Grantors each Pledgor hereby waive waives any right to or claim of any defense or setoffset off, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture ObligationsSecured Obligation); or
(e) Any amendment to, rescission, waiver, or other modification of, or any consent to departure from, the Notes or any other Indenture DocumentStock Purchase Note; or
(f) Any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesPledgor.
Appears in 1 contract
Sources: Pledge and Security Agreement (PHP Healthcare Corp)
Security Interest Absolute. All To the extent permitted by law, Borrower hereby waives demand, notice, protest, notice of acceptance of this Agreement, Collateral received or delivered and all other demands and notices of any description. To the extent permitted by law, all rights of the Collateral Agent Lender and the liens and security interests granted to the Collateral Agent hereunder, and all obligations Indebtedness of Grantors Borrower hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
(a) Any any illegality or lack of validity or enforceability of the Indenture, the Notes any Indebtedness or any other Indenture Document; orrelated agreement or instrument;
(b) The failure of the Collateral Agent or any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, place or manner or place of payment of, or in any other term of, the Indebtedness, or any amendment or other modification of this Agreement or any other agreement, including any increase in the Indebtedness resulting from any extension of additional credit or otherwise;
(c) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orIndebtedness;
(d) Any reductionany manner of sale, limitation, impairment disposition or termination application of proceeds of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, Collateral or any other event collateral or occurrence affecting, any Indenture Obligations); orother assets to all or part of the Indebtedness;
(e) Any amendment toany default, rescissionfailure or delay, waiverwillful or otherwise, or other modification of, or any consent to departure from, in the Notes or any other Indenture Document; orpayment of the Indebtedness;
(f) Any additionany defense, exchange, release, surrender set-off or nonperfection counterclaim (other than a defense of payment or performance) that may at any collateral (including the Collateral)time be available to, or any amendment to or waiver or release of or addition to or consent to departure from any guarantybe asserted by, for any of the Indenture ObligationsBorrower against Lender; or
(g) Any any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by Lender that might vary the risk of Borrower or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, Borrower or any Grantor, including, without limitation, any and all suretyship defensesguarantor or surety.
Appears in 1 contract
Sources: Loan Agreement
Security Interest Absolute. All rights of the Collateral Agent and the other Lender Parties and the security interests granted to the Collateral Agent and the other Lender Parties hereunder, and all obligations of Grantors the Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
of (a) Any any lack of validity or enforceability of the Indenture, the Notes Credit Agreement or any other Indenture Loan Document; or
(b) The the failure of the Collateral Agent or any holder of a Note:
Lender Party (i) To to assert any claim or demand or to enforce any right or remedy against any other Obligor or any other Person under the provisions of the Notes Credit Agreement or any other Indenture Loan Document or otherwise, or
otherwise or (ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured PartiesObligations; or
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture ObligationsSecured Obligation; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Secured Obligations); or
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Credit Agreement or any other Indenture Loan Document; or
(f) Any any addition, exchange, release, surrender or nonperfection non- perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
or (g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationother Obligor, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, unconditional irrespective of:
: (ai) Any any lack of validity or enforceability of the Indenture, the Notes Financing Documents or any other Indenture Documentagreement or instrument relating thereto; or
(bii) The the failure of the Collateral Agent or any holder of a Note:
(iA) To to assert any claim or demand or to enforce any right or remedy against Borrower, any affiliate of Borrower, Operations Co, any Pledgor or any other Person under the provisions of the Notes Financing Documents or any other Indenture Document otherwise or otherwise, or
(iiB) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured PartiesObligations; or
(ciii) Any any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Indenture Secured Obligations (including any increase in the amount thereof), or any other extension, compromise amendment or renewal waiver of or any Indenture Obligationsconsent to any departure from the Financing Documents; or
(div) Any any reduction, limitation, impairment or termination of any Indenture of the Secured Obligations for any reason (other than the satisfaction and discharge payment or performance in full thereof or the written agreement of the Indenture Collateral Agent to Amended and Restated Schedule 15 (Exhibit B) Pledge Agreement NG-KIH Project Implementation Agreement reduce or terminate the Secured Obligations in full), but including any claim of waiver, release, surrender, alteration or compromise (compromise, and the Grantors shall not be subject to, and Pledgor hereby waive waives any right to or claim of of, any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of any the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affectingaffecting (other than the repayment or performance in full of), any Indenture Obligations)Secured Obligation; or
(ev) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of the Financing Documents; (vi) any other Indenture Document; or
(f) Any addition, exchange, releasesurrender, surrender release or nonperfection non-perfection of any collateral (including the Pledged Collateral), or any release, amendment to or waiver or release addition of or addition to or consent to departure from any guaranty, for security interest held by the Collateral Agent securing any of the Indenture Secured Obligations; or
(gvii) Any any bankruptcy or insolvency of Operations Co, Pledgor or any other circumstances Person; or (viii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesPledgor (other than the defense of payment).
Appears in 1 contract
Sources: Project Implementation Agreement
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Assignor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Indenture or any other Indenture Document; orSecurity Agreement;
(b) The the failure of the Collateral Agent or any holder of a Note:Holder
(i) To to assert any claim or demand or to enforce any right or remedy against the Assignors or any other Person under the provisions of the Notes Indenture or any other Indenture Document Security Agreement or otherwise, otherwise or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Assignor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes terms of the Indenture or any other Indenture Document; orSecurity Agreement;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationAssignor, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Assignor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Indenture or any other Indenture Document; orthis Agreement;
(b) The the failure of the Collateral Agent or any holder of a Note:Holder
(i) To to assert any claim or demand or to enforce any right or remedy against the Assignors or any other Person under the provisions of the Notes Indenture or any other Indenture Document this Agreement or otherwise, otherwise or
(ii) To to exercise any right or remedy against any collateral securing guarantor of, or Collateral securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or;
(d) Any reductionany redaction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Assignor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise;
(e) Any any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the Notes terms of the Indenture or any other Indenture Document; orthis Agreement;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, guaranty for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationAssignor, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors the Borrower hereunder, to the fullest extent permitted by applicable lawLaw, are shall be absolute and unconditional, irrespective ofof any of the following conditions, occurrences or events:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To Secured Party to assert any claim or demand or to enforce any right or remedy against, the Borrower, any of its Subsidiaries or any other Person under the provisions of the Notes or any other Indenture Loan Document or otherwise, or
(ii) To otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligation;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation, including any increase in the Obligations resulting from the extension of additional credit to the Borrower or any other obligor or otherwise;
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Obligation for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Borrower hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligation or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of any other Indenture Loan Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitation, any and all suretyship defensesBorrower or otherwise.
Appears in 1 contract
Sources: Credit, Pledge and Security Agreement (Discovery Communications, Inc.)
Security Interest Absolute. All rights of the Collateral Agent and the security interests granted to the Collateral Agent hereunder, and all obligations of Grantors each Grantor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes any Note or any other Indenture Related Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Agent
(i) To to assert any claim or demand or to enforce any right or remedy against the Company, any other Grantor or any other Person under the provisions of the Notes or Indenture, any Note, any other Indenture Related Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Secured Obligations or any other extension, compromise or renewal of any Indenture Secured Obligations; or;
(d) Any any reduction, limitation, impairment or termination of any Indenture Secured Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orSecured Obligations or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Indenture, any Note or any other Indenture Related Document; or;
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Secured Obligations; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Company, any other Grantor, including, without limitation, any and all suretyship defensessurety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Agent Pledgee and the security interests granted hereunder to the Collateral Agent hereunderPledgee and the Custodian on the Pledgee's behalf, and all obligations of Grantors the Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes Pledge Agreement or any other Indenture Operative Document; or, Certificate B Pledge Agreement
(b) The the failure of the Collateral Agent or any holder of a Note:
(i) To Pledgee to assert any claim or demand or to enforce any right or remedy against the Pledgor or any other Person under the provisions of the Notes or any other Indenture Operative Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of obligations the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors Pledgor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orthe Pledgee or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or terms of the any other Indenture Operative Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Pledgor or Pledgee or any Grantor, including, without limitation, any and all suretyship defensesother Person.
Appears in 1 contract
Sources: Pledge Agreement (Brookdale Living Communities Inc)
Security Interest Absolute. All rights of the Collateral Nalco Agent and the security interests granted to the Collateral Nalco Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndenturePurchase Agreement, the Notes Purchaser Note or any other Indenture Collateral Document; or;
(b) The the failure of the Collateral Agent or any holder of a Note:Nalco Party
(i) To to assert any claim or demand or to enforce any right or remedy against the Purchaser, any other Obligor or any other Person under the provisions of the Notes or Purchase Agreement, the Purchaser Note, any other Indenture Collateral Document or otherwise, or
(ii) To to exercise any right or remedy against any other guarantor of, or collateral securing securing, any obligations Purchaser Obligation of Grantors owing to the Secured Parties; orPurchaser or any other Obligor;
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Purchaser Obligations or any other extension, compromise or renewal of any Indenture ObligationsPurchaser Obligations of the Purchaser or any other Obligor; or
(d) Any any reduction, limitation, impairment or termination of any Indenture Purchaser Obligations of the Purchaser or any other Obligor for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orPurchaser Obligations of the Purchaser, any other Obligor or otherwise;
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes terms of the Purchase Agreement, the Purchaser Note or any other Indenture Collateral Document; or
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture ObligationsPurchaser Obligations of the Company or any other Obligor; or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Purchaser, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Pledge Agreement (Bailey Ralph E)
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests Liens granted to the Collateral Administrative Agent hereunder, and all obligations of Grantors each Pledgor hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the Indenture, the Notes or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent or any holder of a Note:Current Assets Secured Party
(i) To to assert any claim or demand or to enforce any right or remedy against any Pledgor, any other Obligor or any other Person under the provisions of the Notes or any other Indenture Document Loan Documents or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations Current Assets Obligations of Grantors owing to the Secured Parties; orany Pledgor or any other Obligor,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Current Assets Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation of any Pledgor or any other Obligor,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations Current Assets Obligation of any Pledgor or any other Obligor for any reason (other than the satisfaction repayment in full and discharge in cash of the Indenture Obligations in fullall Current Assets Obligations), including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Pledgor hereby waive waives any right to or claim of of) any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orCurrent Assets Obligation of any Pledgor, any other Obligor or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the Notes or any other Indenture Document; orterms of the Loan Documents,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Current Assets Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationPledgor, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute. All rights of the Collateral Administrative Agent and the security interests granted to the Collateral Administrative Agent hereunder, and all obligations Obligations of the Grantors hereunder, to the extent permitted by applicable law, are shall be absolute and unconditional, irrespective of:
(a) Any any lack of validity or enforceability of the IndentureLiquidity Facility, the Notes any Note or any other Indenture Loan Document; or,
(b) The the failure of the Collateral Agent or any holder of a Note:Secured Party,
(i) To to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Obligor or any other Person under the provisions of the Notes or Liquidity Facility, any Note, any other Indenture Loan Document or otherwise, or
(ii) To to exercise any right or remedy against any guarantor of, or collateral securing securing, any obligations of Grantors owing to the Secured Parties; orObligations,
(c) Any any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; orObligation,
(d) Any any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full)reason, including any claim of waiver, release, surrender, alteration or compromise compromise, and shall not be subject to (and the Grantors each Grantor hereby waive waives any right to or claim of of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); orObligations or otherwise,
(e) Any any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the Notes terms of the Liquidity Facility, any Note or any other Indenture Loan Document; or,
(f) Any any addition, exchange, release, surrender or nonperfection non-perfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Indenture Obligations; , or
(g) Any any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, including, without limitationthe Borrower, any and all suretyship defensesother Obligor, any surety or any guarantor.
Appears in 1 contract
Sources: Security Agreement (Evenflo & Spalding Holdings Corp)