Common use of Pledgor's Obligations Not Affected Clause in Contracts

Pledgor's Obligations Not Affected. The covenants and agreements of the Pledgors set forth herein are and shall be joint and several primary obligations of each Pledgor, and, to the extent permitted by applicable law, such obligations shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and strict compliance by each Pledgor with its obligations hereunder) based upon any claim any Pledgor, the Partnership or any other Person may have against the Pledgee or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever, foreseeable or unforeseeable and without regard to whether any Pledgor, the Partnership or the Pledgee shall have any knowledge or notice thereof, including, without limitation: (a) any termination, amendment, modification, addition, deletion or supplement to or other change to any of the terms of any other instrument or agreement applicable to any of the parties hereto or thereto, or any assignment or transfer of any thereof, or any furnishing or acceptance or release of additional security for any Secured Obligation or for the obligations of any Person under this Agreement or the Note, or the failure of any security or the failure of any Person to perfect any interest in any collateral (including, without limitation, the Collateral); (b) any waiver of, or extension of time for the performance of, the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in this Agreement or the Note, or any other waiver, forbearance, consent, extension, renewal, indulgence, compromise, release, settlement, refunding or other action or inaction under or in respect of this Agreement or the Note or any other instrument or agreement, or under or in respect of any obligation or liability of any Pledgor, the Partnership or the Pledgee or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any such instrument of agreement or any such obligation or liability; (c) any failure, omission or delay on the part of the Pledgee to enforce, assert or exercise any right, power or remedy conferred on it in this Agreement or the Note to give notice to any Pledgor of the occurrence of an Event of Default; (d) any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, assignment for the benefit of creditors, receivership, liquidation, marshaling of assets and liabilities or similar proceedings with respect to any Pledgor or the Partnership or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding; (e) any limitation on the liability or obligations of the Partnership or any Pledgor under this Agreement or the Note or any other instrument or agreement, which may now or hereafter be imposed by law, or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any thereof; (f) any merger, consolidation or amalgamation of any Pledgor or the Partnership into or with any other Person, or sale, lease or transfer of any of the assets of any Pledgor or the Partnership to any other Person or change in the ownership of any shares of capital stock of any Pledgor or any change in the relationship between any Pledgor and any other Pledgor or the Partnership, or any termination of any such relationship; or (g) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance (other than full and irrevocable performance and payment of the Secured Obligations) which might otherwise constitute a legal or equitable defense, release or discharge or which might otherwise limit recourse against any Pledgor, whether or not the Pledgor shall have notice or knowledge of the foregoing.

Pledgor's Obligations Not Affected. The covenants and agreements of the Pledgors set forth herein are and shall be joint and several primary obligations of each Pledgor, and, to the extent permitted by applicable law, such obligations shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and strict compliance by each Pledgor with its obligations hereunder) based upon any claim any Pledgor, the Partnership or any other Person may have against the Pledgee or any other Person, and under this Agreement shall remain in full force and effect without regard to, and shall not be released, discharged impaired or in any way affected by, any circumstance or condition whatsoever, foreseeable or unforeseeable and without regard to whether any Pledgor, the Partnership or the Pledgee shall have any knowledge or notice thereof, including, without limitation: by (a) any terminationsubordination, amendment, modificationextension, additionrenewal, deletion or modification of, or addition or supplement to or other change to any of to, the terms of Purchase Agreement, the Notes, the Guaranty, any other instrument Transaction Document, or agreement applicable to any of the parties hereto or theretoObligations, or any assignment or transfer of any thereof, or any furnishing or acceptance or release of additional security for any Secured Obligation or for the obligations of any Person under this Agreement or the Note, or the failure of any security or the failure of any Person to perfect any interest in any collateral (including, without limitation, the Collateral); ; (b) any waiver of, or extension of time for the performance of, the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in this Agreement or the Note, or any other waiver, forbearance, consent, extension, renewal, indulgence, compromise, release, settlement, refunding or other action or inaction under or in respect of this Agreement or the Note or any other instrument or agreement, or under or in respect of any obligation or liability of any Pledgor, the Partnership or the Pledgee or any exercise or non-exercise by the Secured Parties of any right, remedy, power or privilege under or in respect of this Agreement, the Purchase Agreement, the Notes, the Guaranty, any other Transaction Document, or the Obligations, or any waiver of any such instrument of agreement right, remedy, power or any such obligation or liability; privilege; (c) any failurewaiver, omission consent, extension, indulgence or delay on other action or inaction in respect of this Agreement, the part of Purchase Agreement, the Pledgee to enforceGuaranty, assert or exercise any rightthe Obligations, power or remedy conferred on it in this Agreement or the Note to give notice to any Pledgor of Notes or the occurrence of an Event of Default; other Transaction Documents; (d) any voluntary lack of validity or involuntary enforceability of the Notes, the Purchase Agreement, any other Transaction Document or any other agreement or instrument governing or evidencing any Obligations, (e) any bankruptcy, insolvency, reorganization, moratoriumarrangement, readjustment, composition, liquidation or the like, of a Pledgor, a Secured Party, or the Company, or the making by the Company, a Secured Party or a Pledgor of an assignment for the benefit of creditors, receivership(f) the existence or continuance, liquidationor discontinuance, marshaling of assets and liabilities the Company as a legal entity; (g) the death or similar proceedings with respect to any Pledgor incompetency of a Pledgor, or the Partnership termination of modification of a Pledgor’s relationship with the Company; or (h) the acceptance, alteration, release or substitution by a Secured Party (or the Collateral Agent) of any security for the Obligations, whether provided by the Company, Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding; (e) any limitation on the liability or obligations of the Partnership or any Pledgor under this Agreement or the Note or any other instrument or agreement, which may now or hereafter be imposed by law, or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any thereof; (f) any merger, consolidation or amalgamation of any Pledgor or the Partnership into or with any other Person, or sale, lease or transfer of any of the assets of any Pledgor or the Partnership to any other Person or change in the ownership of any shares of capital stock of any Pledgor or any change in the relationship between any Pledgor and any other Pledgor or the Partnership, or any termination of any such relationship; or (g) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance (other than full and irrevocable performance and payment of the Secured Obligations) which might otherwise constitute a legal or equitable defense, release or discharge or which might otherwise limit recourse against any Pledgorperson, whether or not the such Pledgor shall have notice or knowledge of any of the foregoing.

Pledgor's Obligations Not Affected. The covenants and agreements of the Pledgors set forth herein are and shall be joint and several primary obligations of each Pledgor, and, to the extent permitted by applicable law, such obligations shall be absolute and unconditional, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and strict compliance by each Pledgor with its obligations hereunder) based upon any claim any Pledgor, the Partnership or any other Person may have against the Pledgee or any other Person, and under this Agreement shall remain in full force and effect without regard to, and shall not be released, discharged impaired or in any way affected by, any circumstance or condition whatsoever, foreseeable or unforeseeable and without regard to whether any Pledgor, the Partnership or the Pledgee shall have any knowledge or notice thereof, including, without limitation: by (a) any terminationsubordination, amendment, modificationextension, additionrenewal, deletion or modification of, or addition or supplement to or other change to to, any of Subscription Agreement, the terms of Notes, the Guaranty, any other instrument Transaction Document, or agreement applicable to any of the parties hereto or theretoObligations, or any assignment or transfer of any thereof, or any furnishing or acceptance or release of additional security for any Secured Obligation or for the obligations of any Person under this Agreement or the Note, or the failure of any security or the failure of any Person to perfect any interest in any collateral (including, without limitation, the Collateral); ; (b) any waiver of, or extension of time for the performance of, the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in this Agreement or the Note, or any other waiver, forbearance, consent, extension, renewal, indulgence, compromise, release, settlement, refunding or other action or inaction under or in respect of this Agreement or the Note or any other instrument or agreement, or under or in respect of any obligation or liability of any Pledgor, the Partnership or the Pledgee or any exercise or non-exercise by the Secured Parties of any right, remedy, power or privilege under or in respect of this Agreement, any Subscription Agreement, the Notes, the Guaranty, any other Transaction Document, or the Obligations, or any waiver of any such instrument of agreement right, remedy, power or any such obligation or liability; privilege; (c) any failurewaiver, omission consent, extension, indulgence or delay on other action or inaction in respect of this Agreement, any Subscription Agreement, the part of Guaranty, the Pledgee to enforceObligations, assert or exercise any right, power or remedy conferred on it in this Agreement or the Note to give notice to any Pledgor of Notes or the occurrence of an Event of Default; other Transaction Documents; (d) any voluntary lack of validity or involuntary enforceability of the Notes, any Subscription Agreement, any other Transaction Document or any other agreement or instrument governing or evidencing any Obligations, (e) any bankruptcy, insolvency, reorganization, moratoriumarrangement, readjustment, composition, liquidation or the like, of a Pledgor, a Secured Party, or the Company, or the making by the Company, a Secured Party or a Pledgor of an assignment for the benefit of creditors, receivership(f) the existence or continuance, liquidationor discontinuance, marshaling of assets and liabilities the Company as a legal entity; (g) the death or similar proceedings with respect to any Pledgor incompetency of a Pledgor, or the Partnership termination of modification of a Pledgor’s relationship with the Company; or (h) the acceptance, alteration, release or substitution by a Secured Party (or the Collateral Agent) of any security for the Obligations, whether provided by the Company, Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding; (e) any limitation on the liability or obligations of the Partnership or any Pledgor under this Agreement or the Note or any other instrument or agreement, which may now or hereafter be imposed by law, or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any thereof; (f) any merger, consolidation or amalgamation of any Pledgor or the Partnership into or with any other Person, or sale, lease or transfer of any of the assets of any Pledgor or the Partnership to any other Person or change in the ownership of any shares of capital stock of any Pledgor or any change in the relationship between any Pledgor and any other Pledgor or the Partnership, or any termination of any such relationship; or (g) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance (other than full and irrevocable performance and payment of the Secured Obligations) which might otherwise constitute a legal or equitable defense, release or discharge or which might otherwise limit recourse against any Pledgorperson, whether or not the such Pledgor shall have notice or knowledge of any of the foregoing.