Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof: (i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing; (ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor; (iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations; (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (vi) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable; (vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations; (viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or (ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”).
Appears in 3 contracts
Samples: Pledge and Security Agreement (Usec Inc), Pledge and Security Agreement (Usec Inc), Pledge and Security Agreement (Usec Inc)
Pledgor’s Obligations Absolute. Until such time as The obligations of Pledgor under this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, limited terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (unless agreed a) any renewal, extension, amendment or modification of or addition or supplement to by or deletion from the parties hereto) by reason application provisions of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor GuaranteeNotes, any other Financing Document Loan Documents or any agreement or instrument delivered pursuant with respect to any of the foregoing;
(ii) the invalidity Secured Indebtedness, or unenforceability any assignment or transfer of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
interest thereon; (iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(ivb) any salewaiver, exchangeconsent, releaseextension, substitution, compromise, nonperfection or other action or inaction in under or with respect of any Collateral or other direct or indirect security for to any Secured Obligations, Indebtedness to Pledgee or any discharge, modification, settlement, compromise exercise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the non-exercise of any right right, remedy, power or remedy available privilege under the Financing Documents, at law, in equity or otherwise in with respect thereto or with respect to this Agreement or any other Loan Document; (c) any furnishing of additional security to Pledgee or any Collateral release of security or other security for any Secured Obligations, in any order and guaranty by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
Pledgee; (viid) any bankruptcy, insolvency, reorganization, arrangement, liquidation, insolvency, dissolution, terminationliquidation or other like proceeding relating to Pledgor, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding; (e) release of any party liable either directly or indirectly liable for the Secured Indebtedness or any part thereof or for any Secured Obligations;
(viii) any manner of application of any payments by covenant herein or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Loan Document; or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ixf) any other circumstance circumstances that might otherwise constitute a legal defense available to, or equitable a discharge of, Pledgor with respect to the performance of its obligations under this Agreement. Without notice to or a defenseconsent of Pledgor, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all and without impairment of the following: (x) the payment in full of lien and security interest and other rights created by this Agreement, Pledgee may accept from Pledgor, or from any other person or persons, additional security for the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)Indebtedness to Pledgee.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Stratum Holdings, Inc.), Pledge and Security Agreement (Stratum Holdings, Inc.)
Pledgor’s Obligations Absolute. Until such time as The liability of each Pledgor under this Agreement terminates pursuant to Section 8.6shall remain in full force and effect without regard to, each Pledgor agrees that its obligations hereunderand, and the security interest granted to and all rightsunless otherwise expressly provided in any other Financing Document, remedies and powers of the Agent hereunder, are irrevocable, absolute and unconditional and shall not be released, suspended, discharged, limited terminated or otherwise affected by: (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(ia) any change in the time, place or manner or place of payment ofof all or any of the Obligations, or in any other term ofof any of the Financing Documents, waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Financing Documents or any assignment or transfer thereof; (b) any lack of validity or enforceability, in whole or in part, of any of the Financing Documents; (c) any furnishing of any additional security for the Obligations or any acceptance thereof or any release or non-perfection of any security interest in property; (d) any limitation on any party's liability or obligations under any of the Financing Documents; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Pledgor, any Secured ObligationsPledged Subsidiary or any other Person, or any amendmentaction taken with respect to this Agreement by any trustee or receiver, modification or supplement toby any court, restatement in any such proceeding, whether or not such Pledgor shall have notice or knowledge of any of the foregoing; or (f) any exchange, release, amendment or waiver of, or consent to departure from any rescission or waiver of or departure from, any provisions other agreement pursuant to which a Lien is created in favor of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)Pledgee.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Archibald Candy Canada Corp), Pledge and Security Agreement (Sweet Factory Inc /De/)
Pledgor’s Obligations Absolute. Until such time as The Obligations of the Pledgor under this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, limited terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(ia) any change in renewal, extension, amendment or modification of or addition or supplement to or deletion from the time, manner or place of payment of, or in any other term of, any Secured ObligationsLoan Documents, or any amendment, modification assignment or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions transfer of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
Loan Documents; (ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(ivb) any salewaiver, exchangeconsent, releaseextension, substitution, compromise, nonperfection indulgence or other action or inaction under or in respect of the Loan Documents; (c) any Collateral furnishing of any additional collateral security to the Administrative Agent or other direct or indirect security for any Secured Obligations, its assignee or any discharge, modification, settlement, compromise acceptance thereof or other action or inaction in respect any release of any Secured Obligations;
collateral security by the Administrative Agent or its assignee; (vd) any agreement not to pursue limitation on any party's liability or enforce obligations under the Loan Documents or any failure to pursue invalidity or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at lawunenforceablity, in equity whole or otherwise in respect part, of any Collateral the same; or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(viie) any bankruptcy, insolvency, reorganization, arrangementcomposition, liquidation, insolvencyadjustment, dissolution, termination, reorganization liquidation or other like change in proceeding relating to the corporate structure or existence of the Borrower, any other Pledgor or any other person directly Person, or indirectly liable for any Secured Obligations;
(viii) action taken with respect to this Agreement by any manner of application trustee or receiver or by any court, in any such proceeding; whether or not the Pledgor shall have notice or knowledge of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or foregoing. The Pledgor expressly consents to any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of and all of the following: (x) foregoing and, to the payment maximum extent permitted by law, waives any rights or defenses relating to the enforcement of this Agreement that the Pledgor may have in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectivelyconnection therewith. Except for notices specifically provided for herein, the “Termination Requirements”)Pledgor hereby expressly waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Gamestop Corp), Securities Collateral Pledge Agreement (Gamestop Corp)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Pledgor Xxxxxxx agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of of, the Collateral Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit AgreementIndenture, any Pledgor the Guarantee, the Notes, any other Financing Security Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit AgreementIndenture, any Pledgor the Notes, the Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefortherefor or the addition or release of any Pledgor hereunder;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing DocumentsIndenture, the Notes or other Security Document, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the BorrowerIssuer, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Issuer, Pledgor or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the BorrowersIssuer, any Pledgor or a surety or guarantor generally, other than the occurrence of all a satisfaction and discharge of the following: (x) the payment in full Indenture pursuant to Article 12 of the Secured Obligations, (y) the termination Indenture or expiration of all Letters of Credit under the Credit Agreement and (z) the termination a Legal Defeasance or Covenant Defeasance or as otherwise provided in Section 10.04 of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)Indenture.
Appears in 2 contracts
Samples: Indenture Agreement (Centrus Energy Corp), Indenture Agreement (United States Enrichment Corp)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Administrative Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Credit Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Credit Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors any Pledgor hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Credit Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person Person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any personPerson, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person Person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all the obligation of the Issuing Lender to issue Tranche 2 Letters of Credit under the Credit Agreement Agreement, and (z) the termination or expiration of the Commitments all outstanding Tranche 2 Letters of Credit under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”).
Appears in 2 contracts
Samples: Credit Agreement (Everest Re Group LTD), Credit Agreement (Everest Re Group LTD)
Pledgor’s Obligations Absolute. Until such time as The obligations of Pledgor under this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, limited terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (unless agreed a) any renewal, extension, amendment or modification of or addition or supplement to by or deletion from the parties hereto) by reason applicable provisions of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor GuaranteeNotes, any other Financing Document Loan Documents or any agreement or instrument delivered pursuant with respect to any of the foregoing;
(ii) the invalidity Secured Indebtedness, or unenforceability any assignment or transfer of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
interest therein; (iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(ivb) any salewaiver, exchangeconsent, releaseextension, substitution, compromise, nonperfection indulgence or other action or inaction in under or with respect of any Collateral or other direct or indirect security for to any Secured Obligations, Indebtedness to Pledgees or any discharge, modification, settlement, compromise exercise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the non-exercise of any right right, remedy, power or remedy available privilege under the Financing Documents, at law, in equity or otherwise in with respect thereto or with respect to this Agreement or any other Loan Document; (c) any furnishing of additional security to Pledgees or any Collateral release of security or other security for any Secured Obligations, in any order and guaranty by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
Pledgees; (viid) any bankruptcy, insolvency, reorganization, arrangementcomposition, liquidation, insolvencyadjustment, dissolution, terminationliquidation or other like proceeding relating to Pledgor, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding; (e) release of any party liable either directly or indirectly liable for the Secured Indebtedness or any part thereof or for any Secured Obligations;
(viii) any manner of application of any payments by covenant herein or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Loan Document; or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ixf) any other circumstance circumstances that might otherwise constitute a legal defense available to, or equitable a discharge of, Pledgor with respect to the performance of its obligations under this Agreement. Without notice to or a defenseconsent of Pledgor, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all and without impairment of the following: (x) the payment in full of lien and security interest and other rights created by this Agreement, Pledgees may accept from Pledgor, or from any other person or persons, additional security for the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)Indebtedness to Pledgees.
Appears in 1 contract
Samples: Pledge and Security Agreement (Tradestar Services, Inc.)
Pledgor’s Obligations Absolute. Until such time as The obligations of Pledgor under this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, limited terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (unless agreed a) any renewal, extension, amendment or modification of or addition or supplement to by or deletion from the parties hereto) by reason applicable provisions of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor GuaranteeNotes, any other Financing Document Loan Documents or any agreement or instrument delivered pursuant with respect to any of the foregoing;
(ii) the invalidity Secured Indebtedness, or unenforceability any assignment or transfer of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
interest therein; (iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(ivb) any salewaiver, exchangeconsent, releaseextension, substitution, compromise, nonperfection indulgence or other action or inaction in under or with respect of any Collateral or other direct or indirect security for to any Secured Obligations, Indebtedness to Pledgees or any discharge, modification, settlement, compromise exercise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the non-exercise of any right right, remedy, power or remedy available privilege under the Financing Documents, at law, in equity or otherwise in with respect thereto or with respect to this Agreement or any other Loan Document; (c) any furnishing of additional security to Pledgees or any Collateral release of security or other security for any Secured Obligations, in any order and guaranty by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
Pledgees; (viid) any bankruptcy, insolvency, reorganization, arrangementcomposition, liquidation, insolvencyadjustment, dissolution, terminationliquidation or other like proceeding relating to Pledgor, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding; (e) release of any party liable either directly or indirectly liable for the Secured Indebtedness or any part thereof or for any Secured Obligations;
(viii) any manner of application of any payments by covenant herein or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Loan Document; or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ixf) any other circumstance circumstances that might otherwise constitute a legal defense available to, or equitable a discharge of, the Pledgor with respect to the performance of its obligations under this Agreement. Without notice to or a defenseconsent of Pledgor, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all and without impairment of the following: (x) the payment in full of lien and security interest and other rights created by this Agreement, Pledgees may accept from Pledgor, or from any other person or persons, additional security for the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)Indebtedness to Pledgees.
Appears in 1 contract
Samples: Pledge and Security Agreement (Tradestar Services, Inc.)
Pledgor’s Obligations Absolute. Until such time as The obligations of the Pledgor under this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, limited terminated or otherwise affected by any circumstance or occurrence whatsoever, including, without limitation: (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(ia) any change in renewal, extension, amendment or modification of or addition or supplement to or deletion from the time, manner Credit Agreement or place of payment of, or in any other term of, any Secured ObligationsLender Agreements, or any amendment, modification assignment or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions transfer of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral Agreement or other security therefor;
Lender Agreements; (ivb) any salewaiver, exchangeconsent, releaseextension, substitution, compromise, nonperfection indulgence or other action or inaction under or in respect of any Collateral the Credit Agreement or other direct Lender Agreements; (c) any furnishing of any additional collateral security to the Agent or indirect its assignee or any acceptance thereof or any release of any collateral security for by the Agent or its assignee; (d) any Secured Obligationslimitation on any party's liability or obligations under the Credit Agreement or other Lender Agreements, or any discharge, modification, settlement, compromise invalidity or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at lawunenforceablity, in equity whole or otherwise in respect part, of any Collateral the same; or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(viie) any bankruptcy, insolvency, reorganization, arrangementcomposition, liquidation, insolvencyadjustment, dissolution, termination, reorganization liquidation or other like change in proceeding relating to the corporate structure or existence of the Borrower, any other Pledgor or any other person directly Person, or indirectly liable for any Secured Obligations;
(viii) action taken with respect to this Agreement by any manner of application trustee or receiver or by any court, in any such proceeding; whether or not the Pledgor shall have notice or knowledge of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or foregoing. The Pledgor expressly consents to any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of and all of the following: (x) foregoing and, to the payment maximum extent permitted by law, waives any rights or defenses relating to the enforcement of this Agreement that the Pledgor may have in full of the Secured Obligations, (y) the termination connection therewith. Except for notices specifically provided for herein or expiration of all Letters of Credit under in the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectivelyAgreement, the “Termination Requirements”)Pledgor hereby expressly waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description.
Appears in 1 contract
Samples: Securities Collateral Pledge Agreement (Green Mountain Coffee Inc)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of of, the Collateral Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit AgreementIndenture, any Pledgor the Guarantee, the Notes, any other Financing Security Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit AgreementIndenture, any Pledgor the Notes, the Guarantee, any other Financing Security Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefortherefor or the addition or release of any Pledgor hereunder;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing DocumentsIndenture, the Notes or other Security Document, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the BorrowerIssuer, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Issuer, Pledgor or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the BorrowersIssuer, any Pledgor or a surety or guarantor generally, other than the occurrence of all a satisfaction and discharge of the following: (x) the payment in full Indenture pursuant to Article 12 of the Secured Obligations, (y) the termination Indenture or expiration of all Letters of Credit under the Credit Agreement and (z) the termination a Legal Defeasance or Covenant Defeasance or as otherwise provided in Section 10.04 of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)Indenture.
Appears in 1 contract
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Collateral Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Loan Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Loan Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection non-perfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Loan Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the BorrowerGreat Lakes, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Great Lakes or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the BorrowersGreat Lakes, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, Obligations (other than indemnification obligations for which no claim has been asserted) and (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (zy) above, collectively, the “Termination Requirements”).
Appears in 1 contract
Samples: Pledge and Security Agreement (Great Lakes Aviation LTD)
Pledgor’s Obligations Absolute. Until such time as (a) The obligations of the Pledgor under this Agreement terminates pursuant shall be direct and immediate and not conditional or contingent upon the pursuit of any other remedies against the Pledgor or any other Person, or against other security or liens available to Section 8.6, each Pledgor agrees that its obligations hereunder, the Collateral Agent and the Secured Parties, or any of them, or its or their respective successors, assigns or agents. The Pledgor hereby waives any right to require that an action be brought against any other Person or to require that the Collateral Agent and the Secured Parties, or any of them, resort to any security interest granted or to and all rights, any balance of any deposit account or credit on the books of any Secured Party in favor of any other Person or to require resort to rights or remedies and powers hereunder prior to the exercise of any other rights or remedies of the Collateral Agent hereunderand the Secured Parties in connection with the Facility A Loans and the Facility B Loans.
(b) The obligations of the Pledgor hereunder shall remain in full force and effect without regard to, are irrevocable, absolute and unconditional and shall not be dischargedimpaired by: (i) any bankruptcy, limited insolvency, reorganization, arrangements, readjustment, composition, liquidation or otherwise affected the like of the Pledgor or any Affiliate; (unless agreed to ii) any exercise or nonexercise, or any waiver, by the parties heretoCollateral Agent and the Secured Parties, or any of them, of any rights, remedy, power or privilege under or in respect of the Obligations, this Agreement, the Loan Agreements or any security for any of the Obligations (other than this Agreement); or (iii) by reason any amendment to or modification of the Obligations, this Agreement, the Loan Agreements or any security for any of the Obligations (other than this Agreement), whether or not the Pledgor shall have notice or knowledge of any of the followingforegoing, whether or not such Pledgor has knowledge thereof:
(i) any change in but nothing contained herein shall be deemed to authorize the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability amendment of any Secured Obligations or any provisions of the Credit Agreement, any Loan Document to which Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as is a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, party without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)Pledgor's written agreement.
Appears in 1 contract
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each The Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such the Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Credit Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Credit Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Credit Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person Person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any personPerson, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Pledgor or any other person Person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement Agreement, and (z) the termination of, and settlement of all obligations of the Commitments under Pledgor under, each Hedge Agreement to which the Credit Agreement Pledgor and any Lender are parties (the events in clauses (x), (y) and (z) above, collectively, the “"Termination Requirements”").
Appears in 1 contract
Samples: Pledge Agreement (Lason Inc)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers The liability of the Agent hereunderPledgors under this Pledge Agreement shall remain in full force and effect without regard to, are irrevocable, absolute and unconditional and shall not be released, suspended, discharged, limited terminated or otherwise affected by (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(ia) any change in the time, place or manner or place of payment ofof all or any of the Obligations, or in any other term ofof the Securities Purchase Agreement, any Secured ObligationsAncillary Agreement or the Notes, any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Securities Purchase Agreement, the Notes or any Ancillary Agreement or any assignment or transfer thereof; (b) any lack of validity or enforceability, in whole or in part, of the Securities Purchase Agreement, any Ancillary Agreement or the Notes; (c) any furnishing of any additional security for the Obligations or any acceptance thereof or any release or non-perfection of any security interests in the property other than the Pledged Collateral; (d) any limitation on any party's liability or Obligations under the Securities Purchase Agreement, any Ancillary Agreement or the Notes; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Pledgors, or any amendment, modification action taken with respect to this Pledge Agreement by any trustee or supplement to, restatement ofreceiver, or consent to by any rescission court, in any such proceeding, whether or not the Pledgors shall have notice or knowledge of any of the foregoing; (f) any exchange, release or amendment or waiver of or consent to departure from, any provisions of from the Credit Securities Purchase Agreement, the Notes and any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Ancillary Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction agreement pursuant to which a Lien is created in respect favor of the Holders for the benefit of any Secured Obligations;
Holder, pursuant to which a person other than the Pledgors have been granted a Security Interest; or (v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ixg) any other circumstance that might otherwise constitute a legal defense available to, or equitable a discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)Pledgors.
Appears in 1 contract
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor GuaranteeGuaranty, any other Financing Loan Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor GuaranteeGuaranty, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Borrower or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the BorrowersBorrower, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit and LC Guaranties under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”).
Appears in 1 contract
Samples: Pledge and Security Agreement (Water Pik Technologies Inc)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Administrative Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Credit Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Credit Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors any Pledgor hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Credit Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person Person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any personPerson, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person Person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off setoff or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all the obligation of the Issuing Lender to issue Secured Letters of Credit under the Credit Agreement Agreement, and (z) the termination or expiration of the Commitments all outstanding Secured Letters of Credit under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”).
Appears in 1 contract
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Each Pledgor agrees that its ------------------------------ obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Administrative Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor GuaranteeSubsidiary Guaranty, any other Financing Credit Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor GuaranteeSubsidiary Guaranty, any other Financing Credit Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Credit Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person Person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any personPerson, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Borrower or any other person Person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the BorrowersBorrower, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement Agreement, and (z) the termination of, and settlement of all obligations of the Commitments under Borrower under, each Hedge Agreement to which the Credit Agreement Borrower and any Lender are parties (the events in clauses (x), (y) and (z) above, collectively, the “"Termination Requirements”").
Appears in 1 contract
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent Lender hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor GuaranteeGuaranty, any other Financing Loan Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor GuaranteeGuaranty, any other Financing Loan Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Loan Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the BorrowerBorrowers, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement Obligations (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”"TERMINATION REQUIREMENTS").
Appears in 1 contract
Samples: Credit Agreement (Spanish Broadcasting System Finance Corp)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers The liability of the Agent hereunderPledgors under this Pledge Agreement shall remain in full force and effect without regard to, are irrevocable, absolute and unconditional and shall not be released, suspended, discharged, limited terminated or otherwise affected by (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(ia) any change in the time, place or manner or place of payment ofof all or any of the Obligations, or in any other term ofof the Securities Purchase Agreement, any Secured ObligationsAncillary Agreement or the Notes, any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Securities Purchase Agreement, the Notes or any Ancillary Agreement or any assignment or transfer thereof; (b) any lack of validity or enforceability, in whole or in part, of the Securities Purchase Agreement, any Ancillary Agreement or the Notes; (c) any furnishing of any additional security for the Obligations or any acceptance thereof or any release or non-perfection of any security interests in the property other than the Pledged Collateral; (d) any limitation on any party's liability or Obligations under the Securities Purchase Agreement, any Ancillary Agreement or the Notes; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Pledgors, or any amendment, modification action taken with respect to this Pledge Agreement by any trustee or supplement to, restatement ofreceiver, or consent to by any rescission court, in any such proceeding, whether or not the Pledgors shall have notice or knowledge of any of the foregoing; (f) any exchange, release or amendment or waiver of or consent to departure from, any provisions of from the Credit Securities Purchase Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order Notes and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”).any
Appears in 1 contract
Samples: Pledge Agreement (Intracel Corp)
Pledgor’s Obligations Absolute. Until such time as The obligations of the Pledgor under this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, limited terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(ia) any change in renewal, extension, amendment or modification of or addition or supplement to or deletion from the time, manner or place of payment of, or in any other term of, any Secured ObligationsLoan Documents, or any amendment, modification assignment or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions transfer of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
Loan Documents; (ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(ivb) any salewaiver, exchangeconsent, releaseextension, substitution, compromise, nonperfection indulgence or other action or inaction under or in respect of the Loan Documents; (c) any Collateral furnishing of any additional collateral security to the Administrative Agent or other direct or indirect security for any Secured Obligations, its assignee or any discharge, modification, settlement, compromise acceptance thereof or other action or inaction in respect any release of any Secured Obligations;
collateral security by the Administrative Agent or its assignee; (vd) any agreement not to pursue limitation on any party's liability or enforce obligations under the Loan Documents or any failure to pursue invalidity or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at lawunenforceablity, in equity whole or otherwise in respect part, of any Collateral the same; or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(viie) any bankruptcy, insolvency, reorganization, arrangementcomposition, liquidation, insolvencyadjustment, dissolution, termination, reorganization liquidation or other like change in proceeding relating to the corporate structure or existence of the Borrower, any other Pledgor or any other person directly Person, or indirectly liable for any Secured Obligations;
(viii) action taken with respect to this Agreement by any manner of application trustee or receiver or by any court, in any such proceeding; whether or not the Pledgor shall have notice or knowledge of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or foregoing. The Pledgor expressly consents to any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of and all of the following: (x) foregoing and, to the payment maximum extent permitted by law, waives any rights or defenses relating to the enforcement of this Agreement that the Pledgor may have in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectivelyconnection therewith. Except for notices specifically provided for herein, the “Termination Requirements”)Pledgor hereby expressly waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description.
Appears in 1 contract
Samples: Securities Collateral Pledge Agreement (Gamestop Corp)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, here under and the security interest granted to and all rights, remedies and powers of the Agent Secured Party hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(ia) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(ivb) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any the Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(vc) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens liens in any such Collateral or other security;
(vid) the exercise of any right or remedy available under the Financing Documentsthis Agreement, at law, in equity or otherwise in respect of any Collateral or other security for any the Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;; or
(viie) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate company structure or existence of Pledgor, the Borrower, any other Pledgor members or any other person Person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”).
Appears in 1 contract
Pledgor’s Obligations Absolute. Until such time as The obligations of Pledgor under this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, will be absolute and unconditional and shall will remain in full force and effect without regard to, and will not be released, suspended, discharged, limited terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(ia) any change renewal, extension, amendment or modification of or addition or supplement to any instrument or document executed in connection with or as security for the timePromissory Note, manner or place of payment ofLoan Agreement, or in any other term of, any Secured Obligations, Convertible Note or any amendment, modification assignment or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
transfer thereof; (ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(ivb) any salewaiver, exchangeconsent, releaseextension, substitution, compromise, nonperfection indulgence or other action or inaction in under or with respect of any Collateral or other direct or indirect security for any Secured Obligationsto this Agreement, the Promissory Note, Loan Agreement, Convertible Note or any discharge, modification, settlement, compromise exercise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the non-exercise of any right right, remedy, power or remedy available privilege under or with respect to this Agreement, the Financing DocumentsPromissory Note, at lawLoan Agreement or Convertible Note; (c) any furnishing of any additional security to Pledgee or any acceptance thereof or any release of any security or guaranty by Pledgee; (d) any limitation on any party's liability or obligations under this Agreement, the Promissory Note, Loan Agreement or Convertible Note or the invalidity or unenforceability, in equity whole or otherwise in respect part, of this Agreement, the Promissory Note, Loan Agreement, Convertible Note or any Collateral term thereof; or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(viie) any bankruptcy, insolvency, reorganization, arrangementcomposition, liquidation, insolvencyadjustment, dissolution, terminationliquidation or other like proceeding relating to Pledgor, reorganization or like change in the corporate structure any action taken with respect to this Agreement or existence any of the BorrowerPromissory Note, Loan Agreement or Convertible Note by any other trustee or receiver, or by any court, in any such proceeding; whether or not Pledgor has notice or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application knowledge of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)foregoing.
Appears in 1 contract
Samples: Stock Pledge Agreement (Ucap Inc)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Each Pledgor agrees that its ------------------------------ obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Collateral Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor GuaranteeSubsidiary Guaranty, any other Financing Document Credit Document, any Operative Agreement or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guaranteethe Subsidiary Guaranty, any other Financing Document Credit Document, any Operative Agreement or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of any other Pledgors hereunder or the taking, acceptance or release of any Secured Obligations of any other Person or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured ObligationsObligations of any other Person;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Credit Documents, any Operative Agreement, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, including without limitation, limitation foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person Person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any personPerson, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Borrower or any other person Person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the BorrowersBorrower, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured ObligationsObligations (other than contingent liabilities that, by their nature, may accrue after principal of and interest on the Loans have been repaid in full), (y) the termination of the Commitments and the termination or expiration of all Letters of Credit under the Credit Agreement Agreement, and (z) the termination of, and settlement of all obligations of the Commitments under Borrower under, each Hedge Agreement to which the Credit Agreement Borrower and any Lender or Affiliate of any Lender are parties (the events in clauses (x), (y) and (z) above, collectively, the “"Termination Requirements”").. ------------------------
Appears in 1 contract
Samples: Credit Agreement (Us Oncology Inc)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Administrative Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Reimbursement Agreement, any Pledgor Guarantee, any other Financing Loan Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Reimbursement Agreement, any Pledgor Guarantee, any other Financing Loan Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Loan Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person Person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any personPerson, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person Person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all the obligation of the Issuing Bank to issue Letters of Credit under the Credit Agreement Reimbursement Agreement, and (z) the termination or expiration of the Commitments all outstanding Letters of Credit under the Credit Reimbursement Agreement (the events in clauses (x), (y) and (z) above, collectively, the “"Termination Requirements”").
Appears in 1 contract
Samples: Reimbursement Agreement (Ace LTD)
Pledgor’s Obligations Absolute. Until such time as The obligations of the Pledgor under this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, limited terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(ia) any change in renewal, extension, amendment or modification of or addition or supplement to or deletion from the time, manner or place of payment of, or in any other term of, any Secured ObligationsLoan Documents, or any amendment, modification assignment or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions transfer of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
Loan Documents; (ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(ivb) any salewaiver, exchangeconsent, releaseextension, substitution, compromise, nonperfection indulgence or other action or inaction under or in respect of the Loan Documents; (c) any Collateral furnishing of any additional collateral security to the Administrative Agent or other direct or indirect security for any Secured Obligations, its assignee or any discharge, modification, settlement, compromise acceptance thereof or other action or inaction in respect any release of any Secured Obligations;
collateral security by the Administrative Agent or its assignee; (vd) any agreement not to pursue limitation on any party's liability or enforce obligations under the Loan Documents or any failure to pursue invalidity or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at lawunenforceability, in equity whole or otherwise in respect part, of any Collateral the same; or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(viie) any bankruptcy, insolvency, reorganization, arrangementcomposition, liquidation, insolvencyadjustment, dissolution, termination, reorganization liquidation or other like change in proceeding relating to the corporate structure or existence of the Borrower, any other Pledgor or any other person directly Person, or indirectly liable for any Secured Obligations;
(viii) action taken with respect to this Agreement by any manner of application trustee or receiver or by any court, in any such proceeding; whether or not the Pledgor shall have notice or knowledge of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or foregoing. The Pledgor expressly consents to any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of and all of the following: (x) foregoing and, to the payment maximum extent permitted by law, waives any rights or defenses relating to the enforcement of this Agreement that the Pledgor may have in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectivelyconnection therewith. Except for notices specifically provided for herein, the “Termination Requirements”)Pledgor hereby expressly waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description.
Appears in 1 contract
Samples: Securities Collateral Pledge Agreement (Barnes & Noble Inc)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of of, the Collateral Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit AgreementIndenture, any Pledgor the Guarantee, the Notes, any other Financing Security Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit AgreementIndenture, any Pledgor the Notes, the Guarantee, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefortherefor or the addition or release of any Pledgor hereunder;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing DocumentsIndenture, the Notes or other Security Document, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the BorrowerIssuer, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers Issuer, Pledgor or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the BorrowersIssuer, any Pledgor or a surety or guarantor generally, other than the occurrence of all a satisfaction and discharge of the following: (x) the payment in full Indenture pursuant to Article 12 of the Secured Obligations, (y) the termination Indenture or expiration of all Letters of Credit under the Credit Agreement and (z) the termination a Legal Defeasance or Covenant Defeasance or as otherwise provided in Section 10.04 of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”)Indenture.
Appears in 1 contract
Samples: Pledge and Security Agreement (Centrus Energy Corp)
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6, each Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of the Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason of any of the following, whether or not such Pledgor has knowledge thereof:
(i) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Credit Agreement, any Pledgor GuaranteeGuaranty, any other Financing Loan Document or any agreement or instrument delivered pursuant to any of the foregoing;
(ii) the invalidity or unenforceability of any Secured Obligations or any provisions of the Credit Agreement, any Pledgor GuaranteeGuaranty, any other Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;
(iii) the addition or release of Pledgors hereunder or the taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor;
(iv) any sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any Secured Obligations;
(v) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;
(vi) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(vii) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower, any other Pledgor or any other person directly or indirectly liable for any Secured Obligations;
(viii) any manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction of any Secured Obligations or any other obligations of the Borrowers or any other person directly or indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or
(ix) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Pledgor or a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full of the Secured Obligations, (y) the termination or expiration of all Letters of Credit under the Credit Agreement and (z) the termination of the Commitments under the Credit Agreement (the events in clauses (x), (y) and (z) above, collectively, the “Termination Requirements”).
Appears in 1 contract
