Parent Remains Liable. This Agreement shall not affect Parent’s liability to perform all of its duties and obligations under the transactions giving rise to the Obligations. The exercise by Secured Party of any of the rights hereunder shall not release Parent from any of its duties or obligations under the transactions giving rise to the Obligations, which shall remain unchanged as if this Agreement had not been executed. Secured Party shall not have any obligation or liability under the transactions giving rise to the Obligations by reason of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of Parent thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
Parent Remains Liable. Notwithstanding any other provision contained in this Agreement, Parent shall remain liable under the Constituent Documents to observe and perform all of the conditions and obligations to be observed and performed by Parent thereunder. None of the Administrative Agent, any other Secured Party or any of their respective directors, officers, employees, affiliates or agents shall have any obligations or liability under or with respect to any Collateral by reason of or arising out of this Agreement (except as set forth in Section 9-207 of the UCC) or the receipt by the Administrative Agent of any payment relating to any Collateral, nor shall any of the Administrative Agent, any other Secured Party or any of their respective directors, officers, employees, affiliates or agents be obligated in any manner to (i) perform any of the obligations of Parent under or pursuant to the Constituent Documents or any other agreement to which Parent is a party; (ii) make any payment or inquire as to the nature or sufficiency of any payment or performance with respect to any Collateral; (iii) present or file any claim or collect the payment of any amounts or take any action to enforce any performance with respect to the Collateral; or (iv) take any other action whatsoever with respect to the Collateral other than as expressly provided for herein.
Parent Remains Liable. Anything herein to the contrary notwithstanding, (a) Parent shall remain liable under the contracts and agreements included in the Pledged Collateral, including the Pledged Operating Agreement, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Collateral Agent or any Lender of any of the rights hereunder shall not release Parent from any of its duties or obligations under such contracts and agreements included in the Pledged Collateral, and (c) none of Lenders shall have any obligation or liability under such contracts and agreements included in the Pledged Collateral by reason of this Agreement, nor shall any of the Lenders be obligated to perform any of the obligations or duties of Parent thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, or any other Loan Document, Parent shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in Parent until (i) the occurrence and continuance of an Event of Default, and (ii) Collateral Agent has notified Parent of Collateral Agent’s election to exercise such rights with respect to the Pledged Interests pursuant to Section 15.
Parent Remains Liable. It is expressly agreed by the Parent that, anything herein to the contrary notwithstanding, the Parent or the applicable Originator shall remain liable under any and all of the Receivables originated by it, the Contracts therefor and all other Parent Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder. The Buyer shall not have any obligation or liability under any such Receivables, Contracts or Parent Collateral by reason of or arising out of this Agreement or the granting herein of a Lien thereon or the receipt by the Buyer of any payment relating thereto pursuant hereto. The exercise by the Buyer of any of its respective rights under this Agreement shall not release the Parent or any other Originator from any of its respective duties or obligations under any such Receivables, Contracts or Parent Collateral. The Buyer shall not be required or obligated in any manner to perform or fulfill any of the obligations of the Parent or any other Originator under or pursuant to any such Receivable, Contract or Parent Collateral, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, Contract or Parent Collateral, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
