Rights and Interests not Prejudiced, Affected or Impaired. Neither the security interests granted hereby, nor the trusts and interests created under the Collateral Trust Agreement nor any power, privilege, right or remedy of Secured Party relating thereto, nor the beneficial interest of Newco Group and other holders of Secured Obligations therein and thereunder shall at any time in any way be prejudiced, affected or impaired by any act or failure to act on the part of any of the Debtors or by any act or failure to act on the part of Secured Party or Newco Group or any other holder of Senior Secured Obligations or by any breach or default by any of them in the performance or observance of any promise, covenant or obligation enforceable by any Debtor, regardless of any knowledge thereof that Secured Party or Newco Group and any such other holder may have or otherwise be charged with. (a) Without in any way limiting the generality of the foregoing, Secured Party, Newco Group and each other holder of any Secured Obligations may at any time and from time to time, without the consent of or notice to any Debtor, without incurring any responsibility or liability to any Debtor and without in any manner prejudicing, affecting or impairing any such security interest, trust, interest, power, privilege, right or remedy or the obligations of the Debtors to Secured Party, Newco Group and the other holders of Secured Obligations: (i) Make loans and advances to any one or more of the Debtors, or issue, guaranty or obtain letters of credit for account of any one or more of the Debtors or otherwise extend credit to any one or more of the Debtors, in any amount and without any limitation or restriction whatsoever, on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing; (ii) Change the manner, place or terms of payment or extend the time of payment of, or renew or alter, compromise, accelerate, extend, refinance, release or discharge, any Secured Obligation or any other indebtedness or liability of any of the Debtors or any agreement, guaranty, lien or obligation of any of the Debtors or any other person or entity in any manner related thereto, or otherwise amend, supplement or change in any manner any Secured Obligation or any such indebtedness or liability or any such agreement, guaranty, lien or obligation; (iii) In any manner modify, transform, change, refinance, replace, reclassify, subordinate or recharacterize any such indebtedness or liability; (iv) Release or discharge any guaranty or any other lien, right, remedy or claim against any person or entity; (v) Take or fail to take any collateral security for any Secured Obligation or take or fail to take any action which may be necessary or appropriate to ensure that any lien upon any property securing any Secured Obligation is duly enforceable or perfected or entitled to priority as against any other lien or to ensure that any proceeds of any property subject to any lien are applied to the payment of any Secured Obligation; (vi) Release, discharge or permit the lapse of any or all liens upon any property at any time securing any Secured Obligation; (vii) Exercise or enforce, in any manner, order or sequence, or fail to exercise or enforce, any right or remedy against any one or more of the Debtors or in respect of the Collateral or the Trust Estate or any other collateral security or any other person, entity or property in respect of any Secured Obligation or lien securing any Secured Obligation or any right under this Agreement or the Collateral Trust Agreement; or (viii) Sell, exchange, release, foreclose upon or otherwise deal with any property that may at any time be subject to any lien securing any Secured Obligation. (b) No exercise, delay in exercising or failure to exercise any right arising under this Agreement or the Collateral Trust Agreement, no act or omission of Secured Party, Newco Group or any other holder of any Secured Obligation in respect of any or all of the Debtors or any other person or entity or the Collateral or the Trust Estate or any other collateral security for any Secured Obligation or any right arising under this Agreement or the Collateral Trust Agreement, no change, impairment, or suspension of any right or remedy of Secured Party, Newco Group or any other holder of any Secured Obligation, and no other act, failure to act, circumstance, occurrence or event which, but for this provision, would or could act as a release or exoneration of the obligations of any Debtor shall in any way affect, decrease, diminish or impair any of the obligations of the Debtors under this Agreement or give any Debtor or any other person or entity any recourse or defense against Secured Party, Newco Group or any other holder of Secured Obligations in respect of any security interest, trust, interest, power, privilege, right or remedy arising under this Agreement or the Collateral Trust Agreement.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Grupo Televisa S A), Stock Contribution and Exchange Agreement (Panamsat Corp), Pledge and Security Agreement (Panamsat Corp /New/)
Rights and Interests not Prejudiced, Affected or Impaired. Neither None of (i) the security interests granted hereby, nor (ii) the trusts and interests created under the Collateral Trust Agreement nor Agreement, (iii) any power, privilege, right or remedy of Secured Party relating thereto, nor or (iv) the beneficial interest of Newco Group Secured Party and other holders of Secured Obligations therein and thereunder shall at any time in any way be prejudiced, affected or impaired by any act or failure to act on the part of any of the Debtors Debtor or by any act or failure to act on the part of Trustee or Secured Party or Newco Group or any other holder of Senior Secured Obligations or by any breach or default by any of them in the performance or observance of any promise, covenant or obligation enforceable by any Debtor, regardless of any knowledge thereof that Trustee or Secured Party or Newco Group and any such other holder may have or otherwise be charged with.
(a) Without in any way limiting the generality of the foregoing, Secured Party, Newco Group Party and each other holder of any Secured Obligations may at any time and from time to time, without the consent of or notice to any Debtor, time without incurring any responsibility or liability to any Debtor or Trustee and without in any manner prejudicing, affecting or impairing any such security interest, trust, interest, power, privilege, right or remedy or the obligations of the Debtors Debtor or Trustee to Secured Party, Newco Group Party and the other holders of Secured Obligations:
(i) Make loans and advances to any one or more of the DebtorsDebtor, or issue, guaranty or obtain letters of credit for account of any one or more of the Debtors Debtor or otherwise extend credit to any one or more of the DebtorsDebtor, in any amount and without any limitation or restriction whatsoever, on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event Event of default Default or failure of condition is then continuing;
(ii) Change the manner, place or terms of payment or extend the time of payment of, or renew or alter, compromise, accelerate, extend, refinance, release or discharge, any Secured Obligation or any other indebtedness or liability of any of the Debtors Debtor or Trustee or any agreement, guaranty, lien or obligation of any of the Debtors Debtor or Trustee or any other person or entity in any manner related thereto, or otherwise amend, supplement or change in any manner any Secured Obligation or any such indebtedness or liability or any such agreement, guaranty, lien or obligation;
(iii) In any manner modify, transform, change, refinance, replace, reclassify, subordinate or recharacterize any such indebtedness or liability;
(iv) Release Without the consent of or notice to Debtor or Trustee, release or discharge any guaranty or any other lienLien, right, remedy or claim against any person or entity;
(v) Take Without the consent of or notice to Debtor or Trustee, take or fail to take any collateral security for any Secured Obligation or take or fail to take any action which may be necessary or appropriate to ensure that any lien upon any property securing any Secured Obligation is duly enforceable or perfected or entitled to priority as against any other lien Lien or to ensure that any proceeds of any property subject to any lien Lien are applied to the payment of any Secured Obligation;
(vi) ReleaseWithout the consent of or notice to Debtor or Trustee, release, discharge or permit the lapse of any or all liens Liens upon any property at any time securing any Secured Obligation;
(vii) Exercise Without the consent of or notice to Debtor or Trustee (except as required by applicable law), exercise or enforce, in any manner, order or sequence, or fail to exercise or enforce, any right or remedy against any one Debtor or more of the Debtors Trustee or in respect of the Collateral or the Trust Estate or any other collateral security or any other person, entity or property in respect of any Secured Obligation or lien Lien securing any Secured Obligation or any right under this Agreement or the Collateral Trust Agreement; or
(viii) SellWithout the consent of or notice to Debtor or Trustee, sell, exchange, release, foreclose upon or otherwise deal with any property that may at any time be subject to any lien Lien securing any Secured Obligation.
(b) No exercise, delay in exercising or failure to exercise any right arising under this Agreement or the Collateral Trust Agreement, no act or omission of Secured Party, Newco Group Party or any other holder of any Secured Obligation in respect of any or all of the Debtors Debtor or any other person or entity or the Collateral or the Trust Estate or any other collateral security for any Secured Obligation or any right arising under this Agreement or the Collateral Trust Agreement, no change, impairment, or suspension of any right or remedy of Secured Party, Newco Group Party or any other holder of any Secured Obligation, and no other act, failure to act, circumstance, occurrence or event which, but for this provision, would or could act as a release or exoneration of the obligations of any Debtor or Trustee shall in any way affect, decrease, diminish or impair any of the obligations of the Debtors Debtor or Trustee under this Agreement or give any Debtor or any other person or entity any recourse or defense against Secured Party, Newco Group Party or any other holder of Secured Obligations in respect of any security interest, trust, interest, power, privilege, right or remedy arising under this Agreement or the Collateral Trust Agreement.
Appears in 1 contract
Rights and Interests not Prejudiced, Affected or Impaired. Neither None of (i) the security interests granted hereby, nor (ii) the trusts and interests created under the Collateral Trust Agreement nor Agreement, (iii) any power, privilege, right or remedy of Secured Party relating thereto, nor or (iv) the beneficial interest of Newco Group Secured Party and other holders of Secured Obligations therein and thereunder shall at any time in any way be prejudiced, affected or impaired by any act or failure to act on the part of any of the Debtors Debtor or by any act or failure to act on the part of Trustee or Secured Party or Newco Group or any other holder of Senior Secured Obligations or by any breach or default by any of them in the performance or observance of any promise, covenant or obligation enforceable by any Debtor, regardless of any knowledge thereof that Trustee or Secured Party or Newco Group and any such other holder may have or otherwise be charged with.
(a) Without in any way limiting the generality of the foregoing, Secured Party, Newco Group Party and each other holder of any Secured Obligations may at any time and from time to time, without the consent of or notice to any Debtor, time without incurring any responsibility or liability to any Debtor or Trustee and without in any manner prejudicing, affecting or impairing any such security interest, trust, interest, power, privilege, right or remedy or the obligations of the Debtors Debtor or Trustee to Secured Party, Newco Group Party and the other holders of Secured Obligations:
(i) Make loans and advances to any one or more of the DebtorsDebtor, or issue, guaranty or obtain letters of credit for account of any one or more of the Debtors Debtor or otherwise extend credit to any one or more of the DebtorsDebtor, in any amount and without any limitation or restriction whatsoever, on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event Event of default Default or failure of condition is then continuing;
(ii) Change the manner, place or terms of payment or extend the time of payment of, or renew or alter, compromise, accelerate, extend, refinance, release or discharge, any Secured Obligation or any other indebtedness or liability of any of the Debtors Debtor or Trustee or any agreement, guaranty, lien or obligation of any of the Debtors Debtor or Trustee or any other person or entity in any manner related thereto, or otherwise amend, supplement or change in any manner any Secured Obligation or any such indebtedness or liability or any such agreement, guaranty, lien or obligation;
(iii) In any manner modify, transform, change, refinance, replace, reclassify, subordinate or recharacterize any such indebtedness or liability;
(iv) Release Without the consent of or notice to Debtor or Trustee, release or discharge any guaranty or any other lienLien, right, remedy or claim against any person or entity;
(v) Take Without the consent of or notice to Debtor or Trustee, take or fail to take any collateral security for any Secured Obligation or take or fail to take any action which may be necessary or appropriate to ensure that any lien upon any property securing any Secured Obligation is duly enforceable or perfected or entitled to priority as against any other lien or to ensure that any proceeds of any property subject to any lien are applied to the payment of any Secured Obligation;
(vi) Release, discharge or permit the lapse of any or all liens upon any property at any time securing any Secured Obligation;
(vii) Exercise or enforce, in any manner, order or sequence, or fail to exercise or enforce, any right or remedy against any one or more of the Debtors or in respect of the Collateral or the Trust Estate or any other collateral security or any other person, entity or property in respect of any Secured Obligation or lien securing any Secured Obligation or any right under this Agreement or the Collateral Trust Agreement; or
(viii) Sell, exchange, release, foreclose upon or otherwise deal with any property that may at any time be subject to any lien securing any Secured Obligation.
(b) No exercise, delay in exercising or failure to exercise any right arising under this Agreement or the Collateral Trust Agreement, no act or omission of Secured Party, Newco Group or any other holder of any Secured Obligation in respect of any or all of the Debtors or any other person or entity or the Collateral or the Trust Estate or any other collateral security for any Secured Obligation or any right arising under this Agreement or the Collateral Trust Agreement, no change, impairment, or suspension of any right or remedy of Secured Party, Newco Group or any other holder of any Secured Obligation, and no other act, failure to act, circumstance, occurrence or event which, but for this provision, would or could act as a release or exoneration of the obligations of any Debtor shall in any way affect, decrease, diminish or impair any of the obligations of the Debtors under this Agreement or give any Debtor or any other person or entity any recourse or defense against Secured Party, Newco Group or any other holder of Secured Obligations in respect of any security interest, trust, interest, power, privilege, right or remedy arising under this Agreement or the Collateral Trust Agreement.to
Appears in 1 contract