Common use of Borrowers Remain Liable Clause in Contracts

Borrowers Remain Liable. Anything herein to the contrary notwithstanding, (a) each Loan Party shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Lender of any of the rights hereunder shall not release any Loan Party from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) Lender shall not have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of any Loan Party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur, except as otherwise provided in this Agreement or any other Loan Document, the Loan Parties shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the Loan Parties until (i) the occurrence and continuance of an Event of Default and (ii) Lender has notified Loan Parties of Lender’s election to exercise such rights with respect to the Pledged Interests pursuant to Sections 10.3 and/or 10.4.

Borrowers Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Loan Party Parties shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, Collateral to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Lender the Agent or the Lenders of any of the rights hereunder shall not release any Loan Party from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) Lender neither the Agent nor the Lenders shall not have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Agent or any of the Lenders be obligated to perform any of the obligations or duties of any Loan Party Parties thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occuroccur and be continuing, except as otherwise provided in this Agreement or any other Loan Document, the Loan Parties shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the applicable Loan Parties Party until (i) the occurrence and continuance of an Event of Default Default, and (ii) Lender the Agent has notified the applicable Loan Parties Party of Lenderthe Agent’s election to exercise such rights with respect to the Pledged Interests pursuant to Sections 10.3 and/or 10.4Section 3.5.

Borrowers Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Loan Party Parties shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, Collateral to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Lender the Agent or the Lenders of any of the rights hereunder shall not release any Loan Party from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) Lender neither the Agent nor the Lenders shall not have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender the Agent or any of the Lenders be obligated to perform any of the obligations or duties of any Loan Party Parties thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occuroccur and be continuing, except as otherwise provided in this Agreement or any other Loan Document, the Loan Parties shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the applicable Loan Parties Party until (i) the occurrence and continuance of an Event of Default Default, and (ii) Lender the Agent has notified the applicable Loan Parties Party of Lenderthe Agent’s election to exercise such rights with respect to the Pledged Interests pursuant to Sections 10.3 and/or 10.4Section 3.05.

Borrowers Remain Liable. Anything herein to the contrary notwithstanding, : (a1) each Loan Party Borrowers shall remain liable under the contracts and agreements included in the Collateral, including Collateral to the Pledged Operating Agreements and the Pledged Partnership Agreements, extent set forth therein to perform all of the its duties and obligations thereunder to the same extent as if this Agreement or the other Loan Documents had not been executed, ; (b2) the exercise by Lender Collateral Agent of any of the rights hereunder under this Agreement or the other Loan Documents shall not release any Loan Party Borrowers from any of its their duties or obligations to the parties under such the contracts and agreements included in the Collateral, and ; (c3) neither Collateral Agent nor any Lender shall not have any obligation or liability under such the contracts and agreements included in the Collateral by reason of this AgreementAgreement or the other Loan Documents, nor shall Collateral Agent nor any Lender be obligated to perform any of the obligations or duties of any Loan Party Borrowers thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur, except as otherwise provided in under this Agreement or any other Loan Document, the Loan Parties shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the Loan Parties until (i) the occurrence and continuance of an Event of Default ; and (ii4) neither Collateral Agent nor any Lender has notified Loan Parties of Lender’s election to exercise such rights shall have any liability in contract or tort for Borrowers' acts or omissions with respect to the Pledged Interests agreements included in the Collateral, unless such acts or omissions occur under protest by the applicable Borrower pursuant to Sections 10.3 and/or 10.4written direction of Collateral Agent or Lender, which direction constitutes gross negligence or willful misconduct on the part of Collateral Agent or Lender.

Borrowers Remain Liable. Anything herein to the contrary notwithstanding, : (ai) each Loan Party Borrower shall remain liable under the contracts and agreements to which it is a party included in the CollateralCollateral to the extent set forth therein, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to shall perform all of the its respective duties and obligations thereunder under such contracts and agreements to the same extent as if this Agreement the security interest granted herein had not been executed, (b) the exercise by Lender of any of the rights hereunder shall not release any Loan Party from any of its duties or obligations under such contracts and agreements included in the Collateralmade, and (c) Lender the Secured Parties shall not have any obligation or liability under such any contracts and or agreements included in the Collateral by reason of this Agreementthe security interest granted herein, nor shall Lender any Secured Party be obligated to perform any of the obligations or duties of any Loan Party Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default ; (ii) each Borrower shall occur, except as otherwise provided comply in this Agreement or any other Loan Document, all material respects with all laws relating to the Loan Parties shall have the right to possession ownership and enjoyment operation of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged InterestsCollateral, including all voting, consensual, dividendregistration requirements under applicable laws, and distribution rightsshall pay when due all taxes, shall remain in the Loan Parties until (i) the occurrence fees and continuance of an Event of Default and (ii) Lender has notified Loan Parties of Lender’s election to exercise such rights assessments imposed on or with respect to the Pledged Interests pursuant Collateral, except to Sections 10.3 and/or 10.4the extent the validity thereof is being contested in good faith by appropriate proceedings for which adequate reserves in accordance with GAAP have been set aside by the Company; and (iii) the exercise by the Secured Parties of any of their rights hereunder shall not release the Borrowers from any of their duties or obligations under any such contracts or agreements included in the Collateral.

Borrowers Remain Liable. Anything herein to the contrary notwithstanding, (a) each Loan Party shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Lender of any of the rights hereunder shall not release any Loan Party from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) Lender shall not have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of any Loan Party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur, except as otherwise provided in this Agreement or any other Loan Document, the Loan Parties shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the Loan Parties until (i) the occurrence and continuance of an Event of Default and (ii) Lender has notified Loan Parties of Lender’s election to exercise such rights with respect to the Pledged Interests pursuant to Sections 10.3 and/or 10.4Section 10.9.

Borrowers Remain Liable. Anything herein to the contrary notwithstanding, (a) each Loan Party shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Lender of any of the rights hereunder shall not release any Loan Party from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) Lender shall not have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of any Loan Party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur, except as otherwise provided in this Agreement or any other Loan Document, the Loan Parties shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the Loan Parties until (i) the occurrence and continuance of an Event of Default and (ii) Lender has notified Loan Parties of Lender’s election to exercise such rights with respect to the Pledged Interests pursuant to Sections 10.3 and/or 10.4Section 10.3.

Borrowers Remain Liable. Anything herein to the contrary notwithstanding, : (a1) each Loan Party Borrowers shall remain liable under the contracts and agreements included in the Collateral, including Collateral to the Pledged Operating Agreements and the Pledged Partnership Agreements, extent set forth therein to perform all of the its duties and obligations thereunder to the same extent as if this Agreement or the other Loan Documents had not been executed, ; (b2) the exercise by Lender Agents of any of the rights hereunder under this Agreement or the other Loan Documents shall not release any Loan Party Borrowers from any of its their duties or obligations to the parties under such the contracts and agreements included in the Collateral, and ; (c3) neither Agents nor any Lender shall not have any obligation or liability under such the contracts and agreements included in the Collateral by reason of this AgreementAgreement or the other Loan Documents, nor shall Agents nor any Lender be obligated to perform any of the obligations or duties of any Loan Party Borrowers thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur, except as otherwise provided in under this Agreement or any other Loan Document, the Loan Parties shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the Loan Parties until (i) the occurrence and continuance of an Event of Default ; and (ii4) neither Agents nor any Lender has notified Loan Parties of Lender’s election to exercise such rights shall have any liability in contract or tort for Borrowers' acts or omissions with respect to the Pledged Interests agreements included in the Collateral, unless such acts or omissions occur under protest by the applicable Borrower pursuant to Sections 10.3 and/or 10.4written direction of any Agent or Lender, which direction constitutes gross negligence or willful misconduct on the part of such Agent or Lender.

Borrowers Remain Liable. Anything herein to the contrary notwithstanding, (a) each Loan Party shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Lender of any of the rights hereunder shall not release any Loan Party from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) Lender shall not have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of any Loan Party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur, except as otherwise provided in this Agreement or any other Loan Document, the Loan Parties shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the Loan Parties until (i) the occurrence and continuance of an Event of Default and (ii) Lender has notified Loan Parties of Lender’s election to exercise such rights with respect to the Pledged Interests pursuant to Sections 10.3 and/or 10.4Section 10.