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

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests granted by each Pledgor and the obligations of 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 other Pledgor or the Borrower under any Loan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to any Loan Document; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other Pledgor or the Borrower under any Loan Document; (iv) any change in the corporate existence, structure or ownership of any other Pledgor or the Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Pledgor or the Borrower or any of their respective assets or any resulting release or discharge of any obligation of any other Pledgor or Borrower contained in any Loan Document; (v) the existence of any claim, set-off or other rights which any Pledgor may have at any time against any other Pledgor, the Borrower, either Agent, any Bank 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 other Pledgor or the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by any other Pledgor or the Borrower under any Loan Document; or (vii) any other act or omission to act or delay of any kind by any other Pledgor or the Borrower, either Agent, any Bank 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 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 Person against the Borrower or any other 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 Borrower under the Credit Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, the Security Interests may nonetheless be enforced as fully as if such acceleration were effective.

Obligations Unconditional; Discharge of Obligations, etc. (A) All rights of the Collateral Agent hereunder, the grant of the Security Interests in the Collateral and all obligations of the Pledgors hereunder, shall be absolute and unconditional irrespective of (a) The Security Interests granted by each Pledgor and any lack of validity or enforceability of the obligations of each Pledgor hereunder shall not be released, discharged Credit Agreement or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any other Pledgor or the Borrower under any Loan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement agreement with respect to any Loan Document; (iii) any release, non-perfection of the Obligations or invalidity of any direct or indirect security for any obligation of any other Pledgor agreement or instrument relating to any of the Borrower under any Loan Document; foregoing, (ivb) any change in the corporate existencetime, structure manner or ownership place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other Pledgor or the Borrower collateral, or any insolvencyrelease or amendment or waiver of or consent to or departure from any guaranty, bankruptcy, reorganization or other similar proceeding affecting any other Pledgor or the Borrower for all or any of their respective assets the Secured Obligations or any resulting release or discharge of any obligation of any other Pledgor or Borrower contained in any Loan Document; (v) the existence of any claim, set-off or other rights which any Pledgor may have at any time against any other Pledgor, the Borrower, either Agent, any Bank 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 other Pledgor or the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by any other Pledgor or the Borrower under any Loan Document; or (viid) any other act circumstance that might otherwise constitute a defense available to, or omission to act or delay of any kind by any other Pledgor or the Borrower, either Agenta discharge of, any Bank Pledgor in respect of the Secured Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions in respect of this paragraph, constitute a legal or equitable discharge Agreement (other than the indefeasible payment in full of all the Secured Obligations).of a surety. (bB) Each Pledgor of the Pledgors 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 Borrower any other Pledgor or any other corporation or Person. (cC) Each Pledgor of the Pledgors 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. (dD) If acceleration of the time for payment of any amount payable by the Borrower Parent under the Credit Agreement or any other Loan Document Intercompany Note is stayed upon the insolvency, bankruptcy or reorganization of the Borrowerany Pledgor, the Security Interests and the obligations of the other Pledgors hereunder may nonetheless be enforced as fully as if such acceleration were effective.

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests granted by each obligations of Pledgor hereunder are unconditional and absolute and may only be waived, amended, restated, or otherwise modified in accordance with Section 23(a) hereof. Without limiting the generality of the foregoing, the obligations of each Pledgor hereunder hereunder, in the absence of a modification effected in accordance with Section 23(a) hereof, shall not be released, discharged or otherwise affected by: (i) any extensionmodification or amendment of, renewal, settlement, compromise, waiver supplement to or release in respect assignment or transfer of any other Pledgor or rights and obligations under the Borrower under any Loan Document, by operation of law or otherwiseStock Purchase Agreement; (ii) any modification or amendment of or supplement to any Loan Document; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other Pledgor or the Borrower under any Loan Document; (iv) any change in the corporate existence, structure or ownership of any other Pledgor or the Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Pledgor or the Borrower or any of their respective assets or any resulting release or discharge of any obligation of any other Pledgor or Borrower contained in any Loan Document; (v) the existence of any claim, set-off or other rights which any that Pledgor may have at any time against any other Pledgor, the Borrower, either Agent, any Bank Secured Party or any other Person, whether in connection herewith or with any related or unrelated transactions, provided PROVIDED, HOWEVER, 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 other Pledgor or the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by any other Pledgor or the Borrower under any Loan Document; or (viiiii) any other act or omission to act or delay of any kind by any other Pledgor or the Borrower, either Agent, any Bank Secured Party or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 18, constitute a legal or equitable discharge of a suretyPledgor's obligations hereunder. (b) Each Pledgor's obligations hereunder shall remain in full force and effect until the Stock Purchase Agreement shall have terminated and all Secured Obligations shall have been paid in full. If at any time any payment or delivery by Share Seller or Share Purchaser under the Stock Purchase Agreement is rescinded or must be otherwise restored or returned upon the insolvency or bankruptcy of Share Seller or Share Purchaser or otherwise, Pledgor'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) Pledgor irrevocably waives acceptance hereof, presentment, demand, protest and any notice whatsoever, not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower or any other 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 Pledgor shall have no greater rights against Share Purchaser in respect of the time for payment amounts paid to Share Seller from proceeds of any amount payable Collateral, whether by the Borrower way of subrogation or otherwise, than Share Seller would have against Share Purchaser under the Credit Stock Purchase Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, the Security Interests may nonetheless be enforced (including as fully as if such acceleration were effectiveprovided in Section 6.6(b) thereof).

Obligations Unconditional; Discharge of Obligations, etc. (a) The Security Interests granted by each Pledgor and the obligations of each the Pledgor 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 other Pledgor or the Borrower under any Loan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to the Credit Terms, the Master Agreement or any Loan DocumentOption, Confirmation or Advice; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other Pledgor or the Borrower under any Loan Document; (iv) any change in the corporate existence, structure or ownership of any other Pledgor or the Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Pledgor or the Borrower or any of their respective assets or any resulting release or discharge of any obligation of any other Pledgor or Borrower contained in any Loan Document; (vii) the existence of any claim, set-off or other rights which any that the Pledgor may have at any time against any other Pledgor, the Borrower, either Agent, any Bank Secured Party or any other Personperson, whether in connection herewith or with any related or unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; ; or (vi) any invalidity or unenforceability relating to or against any other Pledgor or the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by any other Pledgor or the Borrower under any Loan Document; or (viiiii) any other act or omission to act or delay of any kind by any other Pledgor or the Borrower, either Agent, any Bank Secured Party or any other Person person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 24, constitute a legal or equitable discharge of a suretythe Pledgor's obligations hereunder. (b) Each The Pledgor's obligations hereunder shall remain in full force and effect until all outstanding Option Loans and Options shall have terminated and all Secured Obligations shall have been paid in full. If at any time any payment of any principal, interest or any other amount payable by the Pledgor under any Option Loans or any payment or delivery by the Pledgor under any Options is rescinded or must be otherwise restored or returned upon the insolvency or bankruptcy of the Pledgor or otherwise, the Pledgor's obligations hereunder with respect to such payment or delivery shall be reinstated as though such payment or delivery had been due but not made at such time. (c) 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 Borrower or any other 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 Borrower under the Credit Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, 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 granted by each Pledgor and the obligations of each the Pledgor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, in the absence of any amendment hereto, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any other Pledgor or the Borrower under any Loan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to the Credit Terms, the Master Agreement or any Loan DocumentOption, Confirmation or Advice; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other Pledgor or the Borrower under any Loan Document; (iv) any change in the corporate existence, structure or ownership of any other Pledgor or the Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Pledgor or the Borrower or any of their respective assets or any resulting release or discharge of any obligation of any other Pledgor or Borrower contained in any Loan Document; (vii) the existence of any claim, set-off or other rights which any that the Pledgor may have at any time against any other Pledgor, the Borrower, either Agent, any Bank Secured Party or any other Personperson, whether in connection herewith or with any related or 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 other Pledgor or the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by any other Pledgor or the Borrower under any Loan Document; or (viiiii) any other act or omission to act or delay of any kind by any other Pledgor or the Borrower, either Agent, any Bank Secured Party or any other Person person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 24, constitute a legal or equitable discharge of a suretythe Pledgor’s obligations hereunder. (b) Each The Pledgor’s obligations hereunder shall remain in full force and effect until all outstanding Option Loans and Options shall have terminated and all Secured Obligations shall have been paid in full. If at any time any payment of any principal, interest or any other amount payable by the Pledgor under any Option Loans or any payment or delivery by the Pledgor under any Options is rescinded or must be otherwise restored or returned upon the insolvency or bankruptcy of the Pledgor or otherwise, the Pledgor’s obligations hereunder with respect to such payment or delivery shall be reinstated as though such payment or delivery had been due but not made at such time. (c) 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 Borrower or any other 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 Borrower under the Credit Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, 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 granted by each Pledgor and the obligations of each the Pledgor 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 other Pledgor or the Borrower under any Loan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to the Credit Terms, the Master Agreement or any Collar, Note or Loan DocumentAdvice; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other Pledgor or the Borrower under any Loan Document; (iv) any change in the corporate existence, structure or ownership of any other Pledgor or the Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Pledgor or the Borrower or any of their respective assets or any resulting release or discharge of any obligation of any other Pledgor or Borrower contained in any Loan Document; (vii) the existence of any claim, set-off or other rights which any that the Pledgor may have at any time against any other Pledgor, the Borrower, either Agent, any Bank Secured Party or any other Personperson, whether in connection herewith or with any related or unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;; or <PAGE> (vi) any invalidity or unenforceability relating to or against any other Pledgor or the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by any other Pledgor or the Borrower under any Loan Document; or (viiiii) any other act or omission to act or delay of any kind by any other Pledgor or the Borrower, either Agent, any Bank Secured Party or any other Person person or any other circumstance whatsoever which that might, but for the provisions of this paragraphparagraph 24, constitute a legal or equitable discharge of a suretythe Pledgor's obligations hereunder. (b) Each The Pledgor's obligations hereunder shall remain in full force and effect until all outstanding Collar Loans and Collars shall have terminated and all Secured Obligations shall have been paid in full. If at any time any payment of any principal, interest or any other amount payable by the Pledgor under any Collar Loans or any payment or delivery by the Pledgor under any Collars is rescinded or must be otherwise restored or returned upon the insolvency or bankruptcy of the Pledgor or otherwise, the Pledgor's obligations hereunder with respect to such payment or delivery shall be reinstated as though such payment or delivery had been due but not made at such time. (c) 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 Borrower or any other 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 Borrower under the Credit Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, 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 granted by each Pledgor and the obligations of each the Pledgor 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 other Pledgor or the Borrower under any Loan Document, by operation of law or otherwise; (ii) any modification or amendment of or supplement to the Credit Terms, the Master Agreement or any Loan DocumentOption, Confirmation or Advice; (iii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of any other Pledgor or the Borrower under any Loan Document; (iv) any change in the corporate existence, structure or ownership of any other Pledgor or the Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Pledgor or the Borrower or any of their respective assets or any resulting release or discharge of any obligation of any other Pledgor or Borrower contained in any Loan Document; (vii) the existence of any claim, set-off or other rights which any that the Pledgor may have at any time against any other Pledgor, the Borrower, either Agent, any Bank Secured Party or any other Personperson, whether in connection herewith or with any related or 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 other Pledgor or the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Note or any other amount payable by any other Pledgor or the Borrower under any Loan Document; or (viiiii) any other act or omission to act or delay of any kind by any other Pledgor or the Borrower, either Agent, any Bank Secured Party or any other Person person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 24, constitute a legal or equitable discharge of a suretythe Pledgor’s obligations hereunder. (b) Each The Pledgor’s obligations hereunder shall remain in full force and effect until all outstanding Option Loans and Options shall have terminated and all Secured Obligations shall have been paid in full. If at any time any payment of any principal, interest or any other amount payable by the Pledgor under any Option Loans or any payment or delivery by the Pledgor under any Options is rescinded or must be otherwise restored or returned upon the insolvency or bankruptcy of the Pledgor or otherwise, the Pledgor’s obligations hereunder with respect to such payment or delivery shall be reinstated as though such payment or delivery had been due but not made at such time. (c) 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 Borrower or any other 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 Borrower under the Credit Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, the Security Interests may nonetheless be enforced as fully as if such acceleration were effective.