Common use of Security Interests Absolute Clause in Contracts

Security Interests Absolute. (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Commodity Loans or any other document evidencing or securing such Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to the Credit Agreement, the Commodity Loans or any other document evidencing or securing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (iv) any change in the existence, structure or ownership of the Client, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Client or its assets or any resulting disallowance, release or discharge of all or any portion of the Obligations; (v) the existence of any claim, set-off or other right which the Pledgor may have at any time against the Client, the Provider or any other entity or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Client for any reason of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Client of the Obligations; (vii) any failure by the Provider (a) to file or enforce a claim against the Client or its estate (in a bankruptcy or other proceeding), (b) to give notice of the existence, creation or incurring by the Client of any new or additional indebtedness or obligation under or with respect to the Obligations, (c) to commence any action against the Client, (d) to disclose to the Pledgor any facts which the Provider may now or hereafter know with regard to the Client or (e) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Obligations; or (viii) any other act or omission to act or delay of any kind by the Client or the Provider or any other entity or person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of the Pledgor’s obligations hereunder.

Security Interests Absolute. Subject to the rights of the Senior Lender under the Senior Security Interests, all rights of the Agent and security interests hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Commodity Loans Secured Obligation or any other document evidencing or securing such Secured Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to the Credit Agreement, the Commodity Loans Stock Purchase Agreement or any other document evidencing or securing any Secured Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Secured Obligation; (iv) any change in the existence, structure or ownership of the Client, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Client TSI and/or Craftmade or its their assets or any resulting disallowance, release or discharge of all or any portion of the Secured Obligations; (v) the existence of any claim, set-off or other right which the any Pledgor may have at any time against the ClientTSI, Craftmade, the Provider Agent or any other entity corporation or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Client any Pledgor for any reason of any Secured Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Client any Pledgor of the Secured Obligations; (vii) any failure by the Provider Agent (aA) to file or enforce a claim against the Client or its estate any Pledgor (in a bankruptcy or other proceeding), (bB) to give notice of the existence, creation or incurring incurrence by the Client TSI and/or Craftmade of any new or additional indebtedness or obligation under or with respect to the Secured Obligations, (cC) to commence any action against the Client, (d) to disclose to the any Pledgor any facts which the Provider may now or hereafter know with regard to the Client or (eD) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Secured Obligations; or (viii) any other act or omission to act or delay of any kind by the Client any Pledgor or the Provider Agent or any other entity corporation or person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of the each Pledgor’s obligations hereunder.

Security Interests Absolute. All rights and security interests of the Collateral Agent granted hereunder, and all obligations of the Borrower hereunder, shall be absolute and unconditional irrespective of, and shall not be impaired or affected by: (ia) any extension, renewal, settlement, compromise, waiver lack of validity or release in respect enforceability of any Obligation, the Commodity Loans or any other document evidencing or securing such Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to the Credit Agreement, the Commodity Loans any other Loan Document or any other document evidencing Instrument relating to any thereof or securing to any Obligationof the Obligations; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (ivb) any change in the existence, organization, structure or ownership of the Client, Borrower or of any of its Subsidiaries or any insolvency, bankruptcy, reorganization Bankruptcy or other similar proceeding Insolvency Proceeding affecting the Client any such Person or its assets any Property of any such Person or any resulting disallowance, release or discharge of any of the Obligations contained in the Credit Agreement or any other Loan Documents; (c) the failure of the Collateral Agent: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Persons under any provisions of the Credit Agreement or any other Loan Documents or any other agreement or Instrument relating to any thereof or under any Applicable Law, or (ii) to exercise any right or remedy against any Collateral; (d) any change in the time, manner or place of payment of, or in any other term of all or any portion Obligations, or any other compromise, renewal, extension, acceleration or release with respect thereto or with respect to the Collateral, or any other amendment to, rescission, waiver or other modification of, or any consent to any departure from any of the terms, of the Credit Agreement, any other Loan Document or any other Instrument relating to any thereof; (e) any increase, reduction, limitation, impairment or termination of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any of the Obligations (and the Borrower hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); (f) any sale, exchange, release, surrender or non-perfection of any of the Security Agreement Collateral or any other Collateral, or any release or amendment or waiver of, or any consent to any departure from, any guaranty or collateral held by the Collateral Agent securing or guaranteeing all or any of the Obligations; (vg) the existence of any claimdefense, set-off or other right counterclaim which the Pledgor may have at any time be available to or be asserted by the Borrower against the Client, the Provider or any other entity or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Client for any reason of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Client of the Obligations; (vii) any failure by the Provider (a) to file or enforce a claim against the Client or its estate (in a bankruptcy or other proceeding), (b) to give notice of the existence, creation or incurring by the Client of any new or additional indebtedness or obligation under or with respect to the Obligations, (c) to commence any action against the Client, (d) to disclose to the Pledgor any facts which the Provider may now or hereafter know with regard to the Client or (e) to proceed with due diligence in the collection, protection or realization upon any collateral securing the ObligationsCollateral Agent; or (viiih) any other act circumstances which might otherwise constitute a suretyship or omission to act other defense available to, or delay of any kind by the Client or the Provider or any other entity or person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of of, the Pledgor’s obligations hereunderBorrower.

Security Interests Absolute. All rights of the Bank and security interests hereunder, and all obligations of the Debtor hereunder, shall be absolute and unconditional (subject to the provisions hereof and of the other Loan Documents) and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Commodity Loans Note or any other document evidencing or securing such Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to the Credit Agreement, Note or any indorsement or guaranty of the Commodity Loans Note or any other document evidencing or securing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (iv) any change in the existence, structure or ownership of the Clientany Debtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Client any Debtor or its assets or any resulting disallowance, release or discharge of all or any portion of the Obligations; (v) the existence of any claim, set-off or other right which the Pledgor any Debtor may have at any time against the Clientany other Debtor, the Provider Bank or any other entity corporation or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Client any Debtor for any reason of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Client any Debtor of the Obligations; (vii) any failure by the Provider Bank (aA) to file or enforce a claim against the Client any Debtor or its estate (in a bankruptcy or other proceeding), (bB) to give notice of the existence, creation or incurring by the Client any Debtor of any new or additional indebtedness or obligation under or with respect to the Obligations, (cC) to commence any action against the Clientany Debtor, (dD) to disclose to the Pledgor any Debtor any facts which the Provider Bank may now or hereafter know with regard to the Client any other Debtor, or (eE) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Obligations; or (viii) any other act or omission to act or delay of any kind by any Debtor, the Client or the Provider Bank, or any other entity corporation or person person, or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of the Pledgor’s any Debtor's obligations hereunder.

Security Interests Absolute. (i) any extensionAll rights of the Secured Party and the security interests hereunder, renewaland all obligations of the Debtor hereunder, settlementshall be absolute and unconditional and, compromisewithout limiting the generality of the foregoing, waiver shall not be released, discharged or release in respect of any Obligation, the Commodity Loans or any other document evidencing or securing such Obligation, by operation of law or otherwise;otherwise affected by: (ii) any modification or amendment or supplement to the Credit Agreement, the Commodity Loans or any other document evidencing or securing any Obligation; (iiia) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (ivb) any change in the existence, structure or ownership of the Client, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Client Debtor or its assets or any resulting disallowance, release or discharge of all or any portion of the Obligationsany Obligation; (vc) the existence of any claim, set-off or other right which that the Pledgor Secured Party may have at any time against the Client, the Provider Debtor or any other entity or personPerson, whether in connection herewith or any unrelated transactions; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vid) any invalidity or unenforceability relating to or against the Client Debtor for any reason of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by the Client Debtor of the Obligationsany Obligation; (viie) any failure by the Provider Secured Party (aA) to file or enforce a claim against the Client or its estate Debtor (in a bankruptcy or other proceeding), (bB) to give notice of the existence, creation or incurring incurrence by the Client Debtor of any new or additional indebtedness or obligation under or with respect to the Obligations, (cC) to commence any action against the Client, (d) to disclose to the Pledgor any facts which the Provider may now or hereafter know with regard to the Client Debtor or (eD) to proceed with due diligence in the collection, protection or realization upon any collateral securing the ObligationsCollateral; or (viiif) any other act or omission to act or delay of any kind by the Client Secured Party or the Provider Debtor or any other entity or person Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of the PledgorDebtor’s obligations hereunder.