Common use of Obligations Unconditional; Discharge of Obligations, etc Clause in Contracts

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests and the obligations of Holdings hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under any Operative Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative Document; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any of the Companies under any Operative Document; (iv) any change in the corporate existence, structure or ownership of any of the Companies or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Companies or any of their assets or any resulting release or discharge of any obligation of any of the Companies contained in any Operative Document; (v) the existence of any claim, set-off or other rights which Holdings may have at any time against any of the Companies, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any of the Companies for any reason of any Operative Document, or any provision of applicable law or regulation purporting to prohibit the payment by any of the Companies of the principal of or interest on any Note or any other amount payable by any of the Companies under any Operative Document; or (vii) any other act or omission to act or delay of any kind by any of the Companies, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of a surety.

Obligations Unconditional; Discharge of Obligations, etc. (a) The obligations of the Pledgor under this Agreement are independent of the ^| Secured Obligations, and a separate action or actions may be brought or prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against the Company or whether the Company is joined in any such action. The Security Interests granted by the Pledgor, in its capacity as such, and the obligations of Holdings the Pledgor, in such capacity, hereunder shall not be released, discharged or otherwise affected by:: 19 (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Pledgor or the Company under any Operative DocumentSenior Debt Agreement, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative DocumentSenior Debt Agreement; (iii) any release, nonNon-perfection or invalidity of any direct or indirect security for any obligation of any of the Companies Pledgor or the Company under any Operative DocumentSenior Debt Agreement; (iv) any change in the corporate existence, structure or ownership of any of the Companies Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Companies Company or any of their its assets or any resulting release or discharge of any obligation of any of the Companies Company contained in any Operative DocumentSenior Debt Agreement; (v) the existence of any claim, set-off or other rights which Holdings the Pledgor may have at any time against any of the CompaniesCompany, the Agent, any Lender or any other Person, whether in connection herewith or with 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 any of the Companies Pledgor or the Company for any reason of any Operative DocumentSenior Debt Agreement, or any provision of applicable law Applicable Law or regulation purporting to prohibit the payment by any of the Companies Company of the principal of or interest on any Note note or any other amount payable by to any of the Companies Secured Party under any Operative DocumentSenior Debt Agreement; or (vii) any other act or omission to act or delay of any kind by any of the CompaniesPledgor or the Company, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of a surety. (b) The Pledgor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person. (c) If acceleration of the time for payment of any amount payable by the Company under any Senior Debt Agreement is stayed upon the insolvency, bankruptcy, reorganization or liquidation of the Company, the Security Interests may nonetheless be enforced as fully as if such acceleration were effective.

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests and the obligations of Holdings each Pledgor hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or any other Person under any Operative Financing Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative Financing Document; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any of the Companies other Person under any Operative Financing Document; (iv) any change in the corporate existence, structure or ownership of any of the Companies Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or any of the Companies other Person or any of their respective assets or any resulting release or discharge of any obligation of the Company or any of the Companies other Person contained in any Operative Financing Document; (v) the existence of any claim, set-off or other rights which Holdings such Pledgor may have at any time against any of the Companies, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Company or any of the Companies other Person for any reason of any Operative Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any of the Companies Company of the principal of or interest on any Note or any other amount payable by the Company or any of the Companies other Person under any Operative Financing Document; or (vii) any other act or omission to act or delay of any kind by any of the Companies, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of a surety. (b) Each Pledgor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or Person against the Company or any other corporation or Person. (c) Each Pledgor hereby waives any right or claim of exoneration, reimbursement, subrogation, contribution or indemnity and any other similar right or claim arising out of this Agreement. (d) If acceleration of the time for payment of any amount payable by the Company under the Credit Agreement or any Note is stayed upon the insolvency, bankruptcy or reorganization of the Company, the Security Interests and the obligations of each Pledgor hereunder may nonetheless be enforced as fully as if such acceleration were effective.

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests and the obligations of Holdings hereunder are unconditional and absolute 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 of the Company under any Operative Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative Document; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any of the Companies Company under any Operative Document; (iv) any change in the corporate existence, structure or ownership of any of the Companies Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Companies Company or any of their its assets or any resulting release or discharge of any obligation of any of the Companies Company contained in any Operative Document; (v) the existence of any claim, set-off or other rights which Holdings may have at any time against any of the CompaniesCompany, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any of the Companies Company for any reason of any Operative Document, or any provision of applicable law or regulation purporting to prohibit the payment by any of the Companies Company of the principal of or interest on any Note or any other amount payable by any of the Companies Company under any Operative Document; or (vii) any other act or omission to act or delay of any kind by any of the CompaniesCompany, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of Holdings' obligations hereunder. (b) Holdings' obligations hereunder shall remain in full force and effect until the Commitments and all outstanding Letters of Credit under the Credit Agreement shall have terminated and the principal of and interest on the Notes and all other amounts payable by the Company under the Credit Agreement shall have been paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company under the Credit Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, Holdings' obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (c) Holdings irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or Person against the Company or any other corporation or Person. (d) Holdings hereby waives any right or claim of exoneration, reimbursement, subrogation, contribution or indemnity and any other similar right or claim arising out of any performance of its obligations hereunder. (e) If acceleration of the time for payment of any amount payable by the Company under the Credit Agreement or any Note is stayed upon the insolvency, bankruptcy or reorganization of the Company, the obligations of a suretyHoldings hereunder with respect to all such amounts otherwise subject to acceleration will nonetheless be performed forthwith on demand by the Agent (at the request of the Required Lenders).

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests and the obligations of Holdings LTC hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Holdings or the Company under any Operative Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative Document;; 11 214 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of Holdings or any of the Companies under any Operative Document; (iv) any change in the corporate existence, structure or ownership of Holdings or any of the Companies or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Holdings or any of the Companies or any of their assets or any resulting release or discharge of any obligation of Holdings or any of the Companies contained in any Operative Document; (v) the existence of any claim, set-off or other rights which Holdings LTC may have at any time against Holdings, any of the Companies, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against Holdings or any of the Companies for any reason of any Operative Document, or any provision of applicable law or regulation purporting to prohibit the payment by Holdings or any of the Companies of the principal of or interest on any Note or any other amount payable by Holdings or any of the Companies under any Operative Document; or (vii) any other act or omission to act or delay of any kind by Holdings, any of the Companies, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of a surety. (b) If at any time any payment of the principal of or interest on any Note or any other amount payable by any Company under the Credit Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Company or otherwise, LTC's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (c) LTC irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or Person against Holdings, any of the Companies or any other corporation or Person. 12 215 (d) LTC hereby waives any right or claim of exoneration, reimbursement, subrogation, contribution or indemnity and any other similar right or claim arising out of this Agreement. (e) If acceleration of the time for payment of any amount payable by Holdings or any of the Companies under the Credit Agreement or any Note is stayed upon the insolvency, bankruptcy or reorganization of Holdings or any of the Companies, the Security Interests and the obligations of LTC hereunder may none the less be enforced as fully as if such acceleration were effective.

Obligations Unconditional; Discharge of Obligations, etc. (aA) The Security Interests and the obligations of Holdings Pledgor hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of the obligations of any obligation of party to the Company under any Operative DocumentDocuments, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative Document; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any of party to the Companies under any Operative DocumentDocuments; (iv) any change in the corporate existence, structure or ownership of any of party to the Companies Operative Documents or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of party to the Companies Operative Documents or any of their its assets or any resulting release or discharge of any obligation of any of the Companies such party contained in any Operative Document; (v) the existence of any claim, set-off or other rights which Holdings Pledgor may have at any time against the Partnership (including any of the Companiessuccessor or assign thereof), the Agent, any Lender Pledgee or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any of the Companies for any reason of party to any Operative Document, or any provision of applicable law or regulation purporting to prohibit the payment by any of the Companies G&G of the principal of or interest on any the Intercompany Note or any other amount payable by any of the Companies G&G under any Operative Document; or (vii) any other act or omission to act or delay of any kind by any of the CompaniesG&G, the Agent, any Lender Pledgee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of a surety.of

Obligations Unconditional; Discharge of Obligations, etc. (aA) The obligations of Guarantor hereunder shall be unconditional and absolute. Without limiting the generality of the foregoing, the Security Interests and the obligations of Holdings Guarantor hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under any Operative Loan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative Loan Document; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any of the Companies Company under any Operative Loan Document; (iv) any change in the corporate existence, structure or ownership of any of the Companies Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Companies Company or any of their its assets or any resulting release or discharge of any obligation of any of the Companies Company contained in any Operative Loan Document; (v) the existence of any claim, set-off or other rights which Holdings Guarantor may have at any time against any of the CompaniesCompany, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any of the Companies Company for any reason of any Operative Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any of the Companies Company of the principal of or interest on any Note Loan or any other amount payable by any of the Companies Company under any Operative Loan Document; or (vii) any other act or omission to act or delay of any kind by any of the CompaniesCompany, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of a surety. (B) Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or person against the Company or any other Person. (C) Guarantor hereby waives any right or claim of exoneration, reimbursement, subrogation, contribution or indemnity and any other similar right or claim arising out of this Agreement. (D) If acceleration of the time for payment of any amount payable by the Company under the Loan Agreement is stayed upon the insolvency, bankruptcy or reorganization of the

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests and the obligations of Holdings HIG hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Holdings or any of the Company Companies under any Operative Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative Document;; 11 187 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of Holdings or any of the Companies under any Operative Document; (iv) any change in the corporate existence, structure or ownership of Holdings or any of the Companies or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Holdings or any of the Companies or any of their assets or any resulting release or discharge of any obligation of Holdings or any of the Companies contained in any Operative Document; (v) the existence of any claim, set-off or other rights which Holdings HIG may have at any time against Holdings, any of the Companies, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against Holdings or any of the Companies for any reason of any Operative Document, or any provision of applicable law or regulation purporting to prohibit the payment by Holdings or any of the Companies of the principal of or interest on any Note or any other amount payable by Holdings or any of the Companies under any Operative Document; or (vii) any other act or omission to act or delay of any kind by Holdings, any of the Companies, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of a surety. (b) If at any time any payment of the principal of or interest on any Note or any other amount payable by any Company under the Credit Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Company or otherwise, HIG's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (c) HIG irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or Person against Holdings, any of the Companies or any other corporation or Person. 12 188 (d) HIG hereby waives any right or claim of exoneration, reimbursement, subrogation, contribution or indemnity and any other similar right or claim arising out of this Agreement. (e) If acceleration of the time for payment of any amount payable by Holdings or any of the Companies under the Credit Agreement or any Note is stayed upon the insolvency, bankruptcy or reorganization of Holdings or any of the Companies, the Security Interests and the obligations of HIG hereunder may none the less be enforced as fully as if such acceleration were effective.

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests and the obligations of Holdings HIG hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Holdings or any of the Company Companies under any Operative Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative Document;; 11 201 (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of Holdings or any of the Companies under any Operative Document; (iv) any change in the corporate existence, structure or ownership of Holdings or any of the Companies or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Holdings or any of the Companies or any of their assets or any resulting release or discharge of any obligation of Holdings or any of the Companies contained in any Operative Document; (v) the existence of any claim, set-off or other rights which Holdings HIG may have at any time against Holdings, any of the Companies, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against Holdings or any of the Companies for any reason of any Operative Document, or any provision of applicable law or regulation purporting to prohibit the payment by Holdings or any of the Companies of the principal of or interest on any Note or any other amount payable by Holdings or any of the Companies under any Operative Document; or (vii) any other act or omission to act or delay of any kind by Holdings, any of the Companies, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of a surety. (b) If at any time any payment of the principal of or interest on any Note or any other amount payable by any Company under the Credit Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Company or otherwise, HIG's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (c) HIG irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or Person against Holdings, any of the Companies or any other corporation or Person. (d) HIG hereby waives any right or claim of exoneration, reimbursement, subrogation, contribution or indemnity and any other similar right or claim arising out of this Agreement. (e) If acceleration of the time for payment of any amount payable by Holdings or any of the Companies under the Credit Agreement or any Note is stayed upon the insolvency, bankruptcy or reorganization of Holdings or any of the Companies, the Security Interests and the obligations of HIG hereunder may none the less be enforced as fully as if such acceleration were effective.

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests and the obligations of Holdings LTC hereunder shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Holdings or the Company under any Operative Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Operative Document; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of Holdings or any of the Companies under any Operative Document; (iv) any change in the corporate existence, structure or ownership of Holdings or any of the Companies or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Holdings or any of the Companies or any of their assets or any resulting release or discharge of any obligation of Holdings or any of the Companies contained in any Operative Document; (v) the existence of any claim, set-off or other rights which Holdings LTC may have at any time against Holdings, any of the Companies, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against Holdings or any of the Companies for any reason of any Operative Document, or any provision of applicable law or regulation purporting to prohibit the payment by Holdings or any of the Companies of the principal of or interest on any Note or any other amount payable by Holdings or any of the Companies under any Operative Document; or (vii) any other act or omission to act or delay of any kind by Holdings, any of the Companies, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of a surety. (b) If at any time any payment of the principal of or interest on any Note or any other amount payable by any Company under the Credit Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Company or otherwise, LTC's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. (c) LTC irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any corporation or Person against Holdings, any of the Companies or any other corporation or Person. (d) LTC hereby waives any right or claim of exoneration, reimbursement, subrogation, contribution or indemnity and any other similar right or claim arising out of this Agreement. (e) If acceleration of the time for payment of any amount payable by Holdings or any of the Companies under the Credit Agreement or any Note is stayed upon the insolvency, bankruptcy or reorganization of Holdings or any of the Companies, the Security Interests and the obligations of LTC hereunder may none the less be enforced as fully as if such acceleration were effective.