Covenants Regarding Security Granted Hereunder. It is declared and agreed that: (A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured; (B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any other Secured Creditor by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred; (C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and (D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors or any other Person: (i) any time or waiver granted to, or composition with, the Owner, the Company, any of the Subsidiary Guarantors or any other Person; or (ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors or any other Person; or (iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors or any other Person; or (iv) any amendment or supplement to any Credit Document; or (v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors or any other Person under any Credit Document.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any the other Secured Creditor Creditors, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition compromise with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Loan Agreement, the Note or any Credit other relevant Transaction Document; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Loan Agreement, the Note or any Credit other relevant Transaction Document.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee, the Owner shall not by virtue of any payment made under the Loan Agreement, the Note, this Mortgage or any other relevant Transaction Document on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co- surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee. The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Loan Agreement, this Mortgage or any other relevant Transaction Document until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any other Secured Creditor the Lenders, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Note, any Credit Documentof the Security Documents or the other Transaction Documents; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Note, any of the Security Documents or the other Transaction Documents.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee, the Owner shall not by virtue of any payment made under the Credit DocumentAgreement, the Note or this Mortgage on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co-surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee. The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Credit Agreement or this Mortgage until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any other Secured Creditor Party by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Note Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors Parties or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured CreditorsParties, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Parties or any other Person:
(i) any time or waiver granted to, or composition with, the Owner, the Company, any of the Subsidiary Guarantors or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors or any other Person; or
(iv) any amendment or supplement to the Indenture, the Notes or any Credit Documentof the other Note Documents; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors or any other Person under the Indenture, any Credit Documentof the Notes or any of the other Note Documents.
Appears in 1 contract
Samples: Indenture (Pacific Drilling S.A.)
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any other Secured Creditor the Lenders, related to or which reduces the obligations secured hereby, by the Owner or any other Person person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Personperson:
(i) any time or waiver granted to, or composition with, the Owner, the Company, any either of the Subsidiary Guarantors Borrowers or any other Personperson; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any either of the Subsidiary Guarantors Borrowers or any other Personperson; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any either of the Subsidiary Guarantors Borrowers or any other Personperson; or
(iv) any amendment or supplement to the Credit Agreement, the Note or any Credit Documentof the Security Documents; or
(v) the unenforceability, invalidity or frustration of any obligations of either of the OwnerBorrowers or any other person under the Credit Agreement, the Company, Note or any of the Subsidiary Guarantors Security Documents.
(D) The Owner acknowledges and agrees that it has not received any security from any person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee, the Owner shall not by virtue of any payment made under the Credit Agreement, the Note or this Mortgage on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other Person under guarantee, security or agreement; or
(ii) exercise any Credit Documentright of set-off or counterclaim against any such co-surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee. The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
Appears in 1 contract
Samples: Senior Secured Term Loan Facility Agreement (International Shipholding Corp)
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any other Secured Creditor the Lenders, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Note, any Credit Documentof the Security Documents or the other Transaction Documents; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Note, any of the Security Documents or the other Transaction Documents.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee, the Owner shall not by virtue of any payment made under the Credit DocumentAgreement, the Note or this Mortgage on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co-surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee. The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any the other Secured Creditor Lenders, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition compromise with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Notes or any Credit other relevant Loan Document; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Notes or any Credit other relevant Loan Document.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full, the Owner shall not by virtue of any payment made under the Credit Agreement, the Notes, this Mortgage or any other relevant Loan Document on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution or indemnity from any co- surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co-surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee (or any trustee or agent on its behalf). The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Credit Agreement, this Mortgage or any other relevant Loan Document until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any the other Secured Creditor Creditors, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition compromise with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Note or any Credit other relevant Transaction Document; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Note or any Credit other relevant Transaction Document.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee, the Owner shall not by virtue of any payment made under the Credit Agreement, the Note, this Mortgage or any other relevant Transaction Document on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution or indemnity from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co-surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee (or any trustee or agent on its behalf). The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Credit Agreement, this Mortgage or any other relevant Transaction Document until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any the other Secured Creditor Lenders, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition compromise with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Notes or any Credit other relevant Loan Document; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Notes or any Credit other relevant Loan Document.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full, the Owner shall not by virtue of any payment made under the Credit Agreement, the Notes, this Mortgage or any other relevant Loan Document on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution or indemnity from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co-surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee (or any trustee or agent on its behalf). The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Credit Agreement, this Mortgage or any other relevant Loan Document until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee Mortgagee, the Lenders or any other Secured Creditor Affiliate of a Lender party to a Lender Rate Contract or providing Lender Bank Products, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Note or any of the Credit DocumentDocuments; or
(v) the unenforceability, invalidity or frustration of any obligations Obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Note or any of the Credit DocumentDocuments.
(D) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee and the commitments under the Credit Agreement have been terminated, the Owner shall not by virtue of any payment made under the Credit Agreement, the Note, the Credit Documents or this Mortgage on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co-surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee. The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(E) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement, indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Credit Agreement or this Mortgage until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any the other Secured Creditor Creditors, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition compromise with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Note or any Credit other relevant Transaction Document; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Note or any Credit other relevant Transaction Document.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee, the Owner shall not by virtue of any payment made under the Credit Agreement, the Note, this Mortgage or any other relevant Transaction Document on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution or indemnity from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co-surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee (or any turstee or agent on its behalf). The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Credit Agreement, this Mortgage or any other relevant Transaction Document until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:agreed
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any other Secured Creditor the Lenders, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; oror SK 0 I 029 0083 6034319 v5
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Note, any Credit Documentof the Security Documents or the other Transaction Documents; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Note, any of the Security Documents or the other Transaction Documents.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee, the Owner shall not by virtue of any payment made under the Credit DocumentAgreement, the Note or this Mortgage on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee. The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it. SK 0 I 029 0083 6034319 v5
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Credit Agreement or this Mortgage until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:SK 0 I 029 0083 6034319 v5
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any other Secured Creditor the Lenders, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue vi1iue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee M01igagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee M01igagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Note, any Credit Documentof the Security Documents or the other Transaction Documents; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Note, any of the Security Documents or the other Transaction Documents.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee, the Owner shall not by virtue of any payment made under the Credit DocumentAgreement, the Note or this Mortgage on account of such SK 0 I 029 0083 6034319 v5 moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee. The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Credit Agreement or this Mortgage until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this the Statutory Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any the other Secured Creditor Creditors, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition compromise with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Note or any Credit other relevant Transaction Document; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Note or any Credit other relevant Transaction Document.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It ---------------------------------------------- is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any other Secured Creditor the Lenders, related to or which reduces the obligations secured hereby, by the Owner or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Person:
(i) any time or waiver granted to, or composition with, the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person; or
(iv) any amendment or supplement to the Credit Agreement, the Note or any Credit Documentof the Security Documents; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors Owner or any other Person under the Credit Agreement, the Note or any of the Security Documents.
(D) The Owner acknowledges and agrees that it has not received any security from any Person for the granting of this Mortgage and it will not take any such security without the prior written consent of the Mortgagee, and the Owner will hold any security taken in breach of this provision in trust for the Mortgagee.
(E) Until the Obligations have been unconditionally and irrevocably paid and discharged in full to the satisfaction of the Mortgagee, the Owner shall not by virtue of any payment made under the Credit DocumentAgreement, the Note or this Mortgage on account of such moneys and liabilities or by virtue of any enforcement by the Mortgagee of its right under or the security constituted by this Mortgage:
(i) be entitled to exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement; or
(ii) exercise any right of set-off or counterclaim against any such co-surety; or
(iii) receive, claim or have the benefit of any payment, distribution, security or indemnity from any such co-surety; or
(iv) unless so directed by the Mortgagee (which the Owner shall prove in accordance with such directions), claim as a creditor of any such co-surety in competition with the Mortgagee. The Owner shall hold in trust for the Mortgagee and forthwith pay or transfer (as appropriate) to the Mortgagee any such payment (including an amount equal to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.
(F) The Owner hereby irrevocably subordinates all of its rights of subrogation (whether contractual, statutory, under common law or otherwise) to the claims of the Mortgagee against any Person and all contractual, statutory or common law rights of contribution, reimbursement, indemnification and similar rights and claims against any Person which arise in connection with, or as a result of, the Credit Agreement or this Mortgage until full and final payment of all of the Obligations.
Appears in 1 contract
Covenants Regarding Security Granted Hereunder. It is declared and agreed that:
(A) The security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment and performance of the Secured Obligations and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured;.
(B) Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or any other Secured Creditor the Lenders, related to or which reduces the obligations secured hereby, by the Owner or any other Person person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force, and if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred;.
(C) The security created by this Mortgage shall be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any of the other Credit Documents, or by any present or future collateral instruments, right or remedy held by or available to the Mortgagee, any of the other Secured Creditors or any Person acting on their behalf or any right or remedy of the Mortgagee, the other Secured Creditors, or any Person acting on their behalf thereunder; and
(D) The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be prejudiced or affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, including without limitation, and whether or not known to or discoverable by the Owner, the Mortgagee, any of the other Secured Creditors Mortgagee or any other Personperson:
(i) any time or waiver granted to, or composition with, the Owner, the Company, any of the Subsidiary Guarantors or any other Person; or
(ii) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Owner, the Company, any of the Subsidiary Guarantors or any other Person; or
(iii) any legal limitation, disability, dissolution, incapacity or other circumstances relating to the Owner, the Company, any of the Subsidiary Guarantors or any other Person; or
(iv) any amendment or supplement to any Credit Document; or
(v) the unenforceability, invalidity or frustration of any obligations of the Owner, the Company, any of the Subsidiary Guarantors or any other Person under any Credit Document.
Appears in 1 contract
Samples: Senior Secured Term Loan Facility Agreement (International Shipholding Corp)
