Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and the security interests granted to the Lender hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement); (b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations; (d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document; (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiaries, any surety or any guarantor.
Appears in 9 contracts
Samples: Credit Agreement (Natera, Inc.), Credit Agreement (Natera, Inc.), Pledge and Security Agreement (Natera, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Credit Party, any surety or any guarantor.
Appears in 7 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.), Pledge and Security Agreement (NOW Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including securing the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Obligor, any surety or any guarantor.
Appears in 5 contracts
Samples: Credit Agreement (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and the security interests granted to the Lender hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against Holdings, the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of Holdings, the Borrower or any of the Subsidiaries, any surety or any guarantor.
Appears in 4 contracts
Samples: Credit Agreement (Unilife Corp), Pledge and Security Agreement (Unilife Corp), Pledge and Security Agreement (Unilife Corp)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for the benefit of the Secured Parties) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable lawLaw, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Administrative Agent, for the benefit of the Secured Parties, securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiaries, any surety or any guarantor.
Appears in 3 contracts
Samples: Pledge and Security Agreement (MDxHealth SA), Pledge and Security Agreement (Verrica Pharmaceuticals Inc.), Pledge and Security Agreement (AVITA Medical, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations, by operation of law or otherwise; and to the fullest extent permitted by applicable Law, each Grantor waives any defense arising out of any such extension, compromise or renewal even though such extension, compromise or renewal may operate, pursuant to applicable Law, to impair or extinguish any right or remedy of any Grantor against any Collateral;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to compromise or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwiseotherwise and shall not be subject to (and each Grantor hereby waives any right to or claim of) any of the foregoing;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor grantor (including the Grantors hereunder)) of the Obligations, or any surrender surrender, release, invalidity, impairment or non-perfection of any Collateralcollateral (or any security interest therein), or any amendment to or waiver or release of or addition to, or consent to or departure from, any other guaranty collateral held by the Lender any Secured Party securing any of the Obligations;
(g) any change in the corporate existence, structure or ownership of the Grantors or any other Grantor of or other Person liable for any of the Obligations;
(h) any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting any Loan Party or its assets or any resulting release or discharge of any obligation of any Loan Party; or
(gi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantor.
Appears in 3 contracts
Samples: Pledge and Security Agreement (GENTHERM Inc), Pledge and Security Agreement (GENTHERM Inc), Pledge and Security Agreement (Amerigon Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Party and the security interests granted to the Lender Secured Party hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender Secured Party (i) to assert any claim or demand or to enforce any right fight or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including each Grantor hereunder) of the Grantors hereunder)Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty guarantee held by the Lender Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Vbi Vaccines Inc.), Pledge and Security Agreement (Alliqua BioMedical, Inc.), Pledge and Security Agreement (Paulson Capital (Delaware) Corp.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under Pledge and Security Agreement the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) Grantor of, or Collateral securing, any Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
, (d) any reduction, limitation, impairment or termination of any Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
otherwise (other than defense of payment), (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any Secured Party guaranteeing any of the Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesGrantor, any surety or any guarantorguarantor (other than defense of payment).
Appears in 2 contracts
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until terminated in accordance with the Termination Dateterms of this Agreement. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations (including the Secured Obligations) of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, shall be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Credit Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any obligations (including the Secured Obligations);
(c) any extension, compromise or renewal of, or change in the time, manner or place of payment of, or any other change in any other term of, all or any part of any of the Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, reimbursement, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document, in each case whether or not evidenced by a writing;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)Guarantor) of the Secured Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty or Supporting Obligation held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which (including without limitation any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower or any of Borrowers, the SubsidiariesGuarantors, any surety or any guarantor.
Appears in 2 contracts
Samples: Senior Export and Working Capital Facility Agreement (Gerdau Ameristeel Corp), Senior Export and Working Capital Facility Agreement (Gerdau Ameristeel Corp)
Security Interest Absolute, etc. This Pledge and Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Pledgor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender (i) any Secured Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any ObligationsObligation;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor the Pledgor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, waiver or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)Pledgor) of the Obligations, or any surrender or non-non perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 2 contracts
Samples: Pledge and Security Agreement (AMH Holdings, Inc.), Pledge and Security Agreement (AMH Holdings, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) 2.4.1 any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Transaction Document;
(b) 2.4.2 the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Transaction Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
(c) 2.4.3 any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) 2.4.4 any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) 2.4.5 any amendment to, rescission, waiver, waiver or other modification of, or any consent to or departure from, any of the terms of any Loan Transaction Document, in each case in accordance with the terms of such Transaction Document;
(f) 2.4.6 any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)) of the Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations;
2.4.7 any change, restructuring or termination of the organizational structure or existence of any Grantor or any other Person; or
(g) 2.4.8 any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesGrantor, any surety or any guarantorguarantor (other than the defense of payment in full of the Secured Obligations).
Appears in 2 contracts
Samples: Credit Agreement (Cypress Energy Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security or Bank Product Agreement);
, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower any Grantor or any of the Subsidiaries other Obligor or any other Person (including any other Grantor) under the provisions of any Loan Document or Bank Product Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
Document or Bank Product Agreement, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including for the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower any Grantor or any of the Subsidiariesother Obligor, any surety or any other guarantor.
Appears in 2 contracts
Samples: First Lien Pledge and Security Agreement, First Lien Pledge and Security Agreement (Energy XXI Gulf Coast, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including securing the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesGrantor, any surety or any guarantor.
Appears in 2 contracts
Samples: Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Pledgors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other GrantorPledgor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorPledgor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor Pledgor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwiseotherwise (other than the payment of the Obligations);
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor grantor (including the Grantors Pledgors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantorguarantor (other than any defense of the payment in full of the Obligations).
Appears in 2 contracts
Samples: u.s. Pledge Agreement (Monster Worldwide, Inc.), u.s. Pledge Agreement (Monster Worldwide, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Obligor, any surety or any guarantor.
Appears in 2 contracts
Samples: Credit Agreement (Flotek Industries Inc/Cn/), Pledge and Security Agreement (Flotek Industries Inc/Cn/)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Dateterminated pursuant to Section 3.1(l) of this Agreement. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations (including the Secured Obligations) of the Grantors Borrower, the Importer and the Guarantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower Borrower, or any of the Subsidiaries Guarantor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) ofthe Borrower, or Collateral the Guarantor , or collateral securing, any obligations (including the Secured Obligations);
(c) any extension, compromise or renewal of, or change in the time, manner or place of payment of, or any other change in any other term of, all or any part of any of the Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor of the Borrower and the Guarantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, reimbursement, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document, in each case whether or not evidenced by a writing;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)Guarantor) of the Secured Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty or Supporting Obligation held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which (including without limitation any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower or any of Borrower, the SubsidiariesGuarantor, any surety or any guarantor.
Appears in 2 contracts
Samples: Export Prepayment Facility Agreement (Votorantim Pulp & Paper Inc), Security Agreement (Votorantim Pulp & Paper Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorGuarantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any ObligationsObligation;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each the Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)Grantor) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 2 contracts
Samples: Borrower Security and Pledge Agreement (AMH Holdings, Inc.), Borrower Security and Pledge Agreement (Associated Materials Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and the security interests granted to the Lender hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiaries, any surety or any guarantor.
Appears in 2 contracts
Samples: Pledge and Security Agreement (TransMedics Group, Inc.), Pledge and Security Agreement (TransMedics Group, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and the security interests granted to the Lender hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
, (b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Document this Security Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
this Security Agreement, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including for the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesGrantor, any surety or any guarantor.
Appears in 2 contracts
Samples: Security Agreement (Epl Oil & Gas, Inc.), Security Agreement (Energy XXI LTD)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorGuarantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any ObligationsObligation;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 2 contracts
Samples: Subsidiary Security and Pledge Agreement (Associated Materials Inc), Subsidiary Security and Pledge Agreement (AMH Holdings, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, interest and shall remain in full force and effect until the Termination DateDate or until otherwise released in accordance with Section 7.5. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorGuarantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any ObligationsObligation;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 1 contract
Samples: Pledge and Security Agreement (Reddy Ice Holdings Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Credit Party or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesCredit Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and the security interests granted to the Lender hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) person under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
, (d) any reduction, limitation, impairment or termination of any Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower or any of the SubsidiariesGrantor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Dateterminated pursuant to Section 3.1(l) of this Agreement. All rights of the Lender Secured Parties and the security interests granted to the Lender U.S. Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations (including the Secured Obligations) of the Grantors Borrower and Aracruz Celulose hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Aracruz Celulose or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwiseDocument, or (ii) to exercise any right or remedy against the Borrower, Aracruz Celulose or any other guarantor Person or collateral securing any obligations (including the Secured Obligations) under the provisions of any other Grantor) of, or Collateral securing, any ObligationsLoan Document;
(c) any extension, compromise or renewal of, or change in the time, manner or place of payment of, or any other change in any other term of, all or any part of any of the Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor Aracruz Celulose hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, reimbursement, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document, in each case whether or not evidenced by a writing;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including guarantor of the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty or Supporting Obligation held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which (including without limitation any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower or any of the SubsidiariesBorrower, Aracruz Celulose, any surety or any guarantor.
Appears in 1 contract
Samples: Export Prepayment Facility Agreement and Secured Loan (Fibria Celulose S.A.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and the security interests granted to the Lender hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against any of Recro, the Borrower or any of the their respective Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of Recro, the Borrower or any of the their respective Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and the security interests granted to the Lender hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable lawLaw, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan DocumentDocument (other than an amendment to or other modification of this Security Agreement that relates to any obligation of a Grantor, without the written consent of such Grantor);
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Trustee and the security interests granted to the Lender Trustee hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than either Indenture, this Security Agreement)Agreement or any other Transaction Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Credit Party or any other Person (including any other Grantor) under the provisions of any Loan Document either Indenture, this Security Agreement, the other Transaction Documents or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of either Indenture, this Security Agreement or any Loan other Transaction Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesCredit Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DatePayment in Full. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (other than Payment in Full) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Credit Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Credit Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Credit Party or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesCredit Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, interest and shall remain in full force and effect effect, in each case, until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent, for the benefit of the Secured Parties, hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable lawLaw, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower Borrower, Holdings or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or or
(iii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, compromise and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Administrative Agent, for the benefit of the Secured Parties, securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower Borrower, Holdings or any of the Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Samples: Pledge and Security Agreement (Harmony Biosciences Holdings, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent, for the benefit of the Secured Parties, hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable lawLaw, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower any Loan Party or any of the its respective Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-non- perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Administrative Agent, for the benefit of the Secured Parties, securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower any Loan Party or any of the its respective Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Samples: Pledge and Security Agreement (Acutus Medical, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party;
(b) the failure or omission of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Credit Party or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of renewal, or any increase in the amount of, the Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan DocumentDocument or any Rate Protection Agreement;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesCredit Party, any surety or any guarantorguarantor (other than a defense of payment or performance).
Appears in 1 contract
Samples: Credit Agreement (Ferro Corp)
Security Interest Absolute, etc. This To the extent permitted by applicable law, this Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All To the extent permitted by applicable law, all rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (or other than this Security Agreement)applicable agreement under which such Secured Obligations arise;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the its Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or other applicable agreement under which such Secured Obligations arise or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reasonreason (other than the occurrence of the Termination Date), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives (to the extent permitted by law) any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan DocumentDocument or other applicable agreement under which such Secured Obligations arise;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Secured Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance (other than payment or performance of the Secured Obligations, in each case in full and, with respect to payments, in cash) which might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower or any of the its Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) : any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) Document; the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorGuarantor) of, or Collateral collateral securing, any Obligations;
(c) Liabilities; any change in the time, manner or place of payment of, or in any other term of, all or any part of the ObligationsLiabilities, or any other extension, compromise or renewal of any Obligations;
(d) Liabilities; any reduction, limitation, impairment or termination of any Obligations Liabilities for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations Liabilities or otherwise;
(e) ; any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) ; any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor Guarantor (including the Grantors hereunder)) of the Liabilities, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the ObligationsLiabilities; or
(g) or any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantorGuarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Pledge Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until this Pledge Agreement and the Termination DateSecured Obligations of Grantor hereunder are released in accordance with Section 7.13. All rights of the Lender Secured Party and the security interests granted to the Lender Secured Party hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender Secured Party:
(i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any of the Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any ObligationsSecured Obligation;
(d) any reduction, limitation, impairment or termination of any of the Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Secured Obligations or otherwise, other than, in each case, payment of the Secured Obligations in full;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor (including guarantor of the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiariesof, Grantor, any surety or any guarantor, other than, in each case, payment of the Secured Obligations in full. This Pledge Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of Grantor or any of its Subsidiaries or any other Person, or any other similar action or proceeding or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Credit Agreement (Ada-Es Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of a security interest, interest and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Trustee (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Note Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower any Grantor or any of the Subsidiaries other Obligor or any other Person (including any other Grantor) under the provisions of any Loan Note Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Note Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including for the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Obligor, any surety or any guarantor.
Appears in 1 contract
Samples: Security Agreement (Energy XXI LTD)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Party and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or;
(b) any change in the time, place or manner of payment of, or in any other term of, all or any of the Secured Obligations, 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 Credit Agreement, the other Credit Documents, or any other documents, instruments or agreements relating to the Secured Obligations or any other instrument or agreement referred to therein or any assignment or transfer of any thereof;
(c) any lack of validity or enforceability of the Credit Agreement, the other Credit Documents, or any other document, instrument or agreement referred to therein or any assignment or transfer of any thereof;
(d) any furnishing to the Secured Parties of any additional security for the Secured Obligations, or any sale, exchange, release or surrender of, or realization on, any security for the Secured Obligations;
(e) any settlement or compromise of any of the Secured Obligations, any security therefor, or any liability of any other party with respect to the Secured Obligations, or any subordination of the payment of the Secured Obligations to the payment of any other liability of the Grantor;
(f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Grantor, or any action taken with respect to this Security Agreement by any trustee or receiver, or by any court, in any such proceeding;
(g) any nonperfection of any security interest or lien on any collateral, or any amendment or waiver of, consent to, or departure from, any guaranty or security for all or any of the Secured Obligations;
(h) any application of sums paid by the Grantor or any other Person with respect to the Secured Obligations of the Grantor to the Secured Parties, regardless of what Secured Obligations of the Grantor remain unpaid;
(i) any act or failure to act by any Secured Party which may adversely affect the Grantor's subrogation rights, if any, against another Person to recover payments made under this Security Agreement; and
(j) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesCredit Party, any surety or any guarantorguarantor (other than the Termination Date).
Appears in 1 contract
Samples: Borrower Pledge and Security Agreement (Ironton Iron Inc)
Security Interest Absolute, etc. This Security Pledge Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Pledgor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any ObligationsSecured Obligation;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor Pledgor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including each Pledgor) of the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This To the extent permitted by applicable law, this Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All To the extent permitted by applicable law, all rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (or other than this Security Agreement)applicable agreement under which such Obligations arise;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the its Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or other applicable agreement under which such Obligations arise or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reasonreason (other than the occurrence of the Termination Date), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives (to the extent permitted by law) any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan DocumentDocument or other applicable agreement under which such Obligations arise;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Party securing any of the Obligations; or
(g) any other circumstance (other than payment or performance of the Obligations, in each case in full and, with respect to payments, in cash) which might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower or any of the its Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Party and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or;
(b) any change in the time, place or manner of payment of, or in any other term of, all or any of the Secured Obligations, 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 Credit Agreement, the other Credit Documents, or any other documents, instruments or agreements relating to the Secured Obligations or any other instrument or agreement referred to therein or any assignment or transfer of any thereof;
(c) any lack of validity or enforceability of the Credit Agreement, the other Credit Documents, or any other document, instrument or agreement referred to therein or any assignment or transfer of any thereof;
(d) any furnishing to the Secured Parties of any additional security for the Secured Obligations, or any sale, exchange, release or surrender of, or realization on, any security for the Secured Obligations;
(e) any settlement or compromise of any of the Secured Obligations, any security therefor, or any liability of any other party with respect to the Secured Obligations, or any subordination of the payment of the Secured Obligations to the payment of any other liability of a Primary Obligor;
(f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Grantor or a Primary Obligor, or any action taken with respect to this Security Agreement by any trustee or receiver, or by any court, in any such proceeding;
(g) any nonperfection of any security interest or lien on any collateral, or any amendment or waiver of, consent to, or departure from, any guaranty or security for all or any of the Secured Obligations;
(h) any application of sums paid by a Primary Obligor or any other Person with respect to the Secured Obligations of such Primary Obligor to the Secured Parties, regardless of what Secured Obligations of such Primary Obligor remain unpaid;
(i) any act or failure to act by any Secured Party which may adversely affect a Grantor's subrogation rights, if any, against a Primary Obligor to recover payments made under this Security Agreement; and
(j) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesCredit Party, any surety or any guarantorguarantor (other than the Termination Date).
Appears in 1 contract
Samples: Subsidiary Pledge and Security Agreement (Ironton Iron Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Trustee and the security interests granted to the Lender Trustee hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)either of the Indentures;
(b) the failure of the Lender Trustee (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document either of the Indentures or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Documenteither of the Indentures;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Trustee securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower or any of the SubsidiariesBorrower, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including securing the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Credit Party, any surety or any guarantorguarantor other than the occurrence of the Termination Date.
Appears in 1 contract
Samples: Credit Agreement (Heckmann Corp)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until terminated in accordance with the Termination Dateterms of this Agreement. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations (including the Secured Obligations) of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, shall be absolute, unconditional and irrevocable irrespective of:
: (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document; (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any obligations (including the Secured Obligations;
); (c) any extension, compromise or renewal of, or change in the time, manner or place of payment of, or any other change in any other term of, all or any part of any of the Secured Obligations, or any other extension, compromise or renewal of any Obligations;
; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, reimbursement, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, in each case whether or not evidenced by a writing; (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)Guarantor) of the Secured Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty or Supporting Obligation held by the Lender any Secured Party securing any of the Secured Obligations; or
or (g) any other circumstance which (including without limitation any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower or any of Borrowers, the SubsidiariesGuarantors, any surety or any guarantor.. Gerdau Export and Working Capital Agreement Exhibit C β Form of Security Agreement
Appears in 1 contract
Samples: Senior Export and Working Capital Facility Agreement
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Datepayment in cash in full of the Secured Obligations. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations Secured Obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of the Indenture or any Loan Document (other than this Security Secured Agreement);
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Document the Indenture or the other Secured Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorGuarantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any ObligationsSecured Obligation;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Indenture or any Loan Documentother Secured Agreement;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including each Grantor hereunder) of the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesGrantor, any surety or any guarantor.
Appears in 1 contract
Samples: Pledge and Security Agreement (Denton Telecom Holdings I, L.L.C.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the later of the Maturity Date and the date all Obligations have been paid and performed in full (such date, the "Facility Termination Date"). All rights of the Lender Secured Party and the security interests granted to the Lender Secured Party hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document, any of the Obligation or any guarantee or right of offset with respect thereto at any time or from time to time held by the Secured Party;
(b) the failure or omission of the Lender Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other Grantor) Person, under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal or any increase in the amount of any Obligations, by operation of law or otherwise; and to the fullest extent permitted by applicable Law, the Grantor waives any defense arising out of any such extension, compromise or renewal even though such extension, compromise or renewal may operate, pursuant to applicable Law, to impair or extinguish any right or remedy of the Grantor against any Collateral;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, compromise and shall not be subject to (and each the Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwiseotherwise and shall not be subject to (and the Grantor hereby waives any right to or claim of) any of the foregoing;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) [Reserved];
(g) any rights and defenses that are or may become available to the Grantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, all of which are hereby expressly waived;
(h) [Reserved];
(i) [Reserved];
(j) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor grantor (including the Grantors Grantor hereunder)) of the Obligations, or any surrender surrender, release, invalidity, impairment or non-perfection nonβperfection of any Collateralcollateral (or any security interest therein), or any amendment to or waiver or release of or addition to, or consent to or departure from, any other guaranty held by the Lender Secured Party securing any of the Obligations;
(k) any change in the corporate existence, structure or ownership of the Grantor or any other Person liable for any of the Obligations;
(l) any Insolvency Proceeding affecting any Loan Party or its assets or any resulting release or discharge of any obligation of any Loan Party; or
(gm) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent, for the benefit of the Secured Parties, hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable lawLaw, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower any Loan Party or any of the its respective Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Administrative Agent, for the benefit of the Secured Parties, securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower any Loan Party or any of the its respective Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of a security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Parties and the security interests granted to the Lender Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
: (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Transaction Document; (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other Grantor) under the provisions of any Loan Transaction Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
; (d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Transaction Document;
; (f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor grantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantorguarantor other than payment in full in cash of the Obligations.
Appears in 1 contract
Samples: Security Agreement (Integrated Environmental Technologies, Ltd.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, interest and shall remain in full force and effect effect, in each case, until the Facility Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent, for the benefit of the Secured Parties, hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable lawLaw, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the its Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, compromise and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Administrative Agent, for the benefit of the Secured Parties, securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the its Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Samples: Pledge and Security Agreement (Harmony Biosciences Holdings, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date; provided that upon the consummation of any Permitted Disposition, the Administrative Agent shall promptly release its Lien as to any asset or Equity Interest subject to such Permitted Disposition. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Credit Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) Grantor of, or Collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
otherwise (other than defense of payment), (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any Secured Party guaranteeing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesGrantor, any surety or any guarantorguarantor (other than defense of payment).
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date, except as otherwise provided in the Indenture or the Intercreditor Agreement. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Indenture Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Indenture Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Indenture Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Collateral, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Obligor, any surety or any guarantor.
Appears in 1 contract
Samples: Junior Lien Pledge and Security Agreement (Flotek Industries Inc/Cn/)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the later of (x) the Revolving Credit Commitment Termination DateDate and (y) the payment in full in cash of the Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Commitments thereunder. All rights of the Lender Secured Parties and the security interests granted to the Lender Agent (for its benefit and the ratable benefit of each Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Basic Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other Grantor) under the provisions of any Loan Basic Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Basic Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Revolving Credit Commitment Termination DateDate and the indefeasible payment in full of the Obligations. All rights of the Lender Secured Parties and the security interests granted to the Lender Agent (for its benefit and the ratable benefit of each Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Basic Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other Grantor) under the provisions of any Loan Basic Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Basic Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor (including any other GrantorGuarantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any ObligationsObligation;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each the Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors Grantor hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners International Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Dateterminated. All rights of the Lender Secured Party and the security interests Security Interest granted to the Lender hereunder, and all obligations of the Grantors Debtor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of this Agreement, the Assignment Agreement or any Loan other Closing Document (other than this Security Agreementcollectively, the βTransaction Documentsβ);
(b) the failure of the Lender (i) Secured Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Debtor or any other Person (including any other Grantor) under the provisions of any Loan Transaction Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor Debtor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;; and
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, Debtor or any other Person under the provisions of the Subsidiaries, any surety or any guarantorTransaction Document.
Appears in 1 contract
Samples: Security Agreement (Nanogen Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Pledgors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other GrantorPledgor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorPledgor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor Pledgor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor grantor (including the Grantors Pledgors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantorguarantor (other than any defense of the payment in full of the Obligations).
Appears in 1 contract
Security Interest Absolute, etc. This Security Pledge Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateSecurity Termination. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Pledgor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Pledgor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
, (d) any reduction, limitation, impairment or termination of any Obligations (except in the case of the occurrence of Security Termination) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor the Pledgor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
, (f) any addition, exchange or release of any Pledged Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower Pledgor or any of the Subsidiariesother obligor, any surety or any guarantor.
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (Diamond Offshore Drilling, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateObligations have been indefeasibly paid in full. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor grantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate or until otherwise released in accordance with Section 7.5. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorGuarantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any ObligationsObligation;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each the Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)Grantor) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 1 contract
Samples: Borrower Pledge and Security Agreement (Reddy Ice Holdings Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Party and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or;
(b) any change in the time, place or manner of payment of, or in any other term of, all or any of the Secured Obligations, 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 Term Loan Agreement or the Revolving Credit Agreement, the other Credit Documents, or any other documents, instruments or agreements relating to the Secured Obligations or any other instrument or agreement referred to therein or any assignment or transfer of any thereof;
(c) any lack of validity or enforceability of the Term Loan Agreement, the Revolving Credit Agreement, the other Credit Documents, or any other document, instrument or agreement referred to therein or any assignment or transfer of any thereof;
(d) any furnishing to the Secured Parties of any additional security for the Secured Obligations, or any sale, exchange, release or surrender of, or realization on, any security for the Secured Obligations;
(e) any settlement or compromise of any of the Secured Obligations, any security therefor, or any liability of any other party with respect to the Secured Obligations, or any subordination of the payment of the Secured Obligations to the payment of any other liability of the Borrower;
(f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Grantor or the Borrower, 10 Subsidiary Security Agreement or any action taken with respect to this Security Agreement by any trustee or receiver, or by any court, in any such proceeding;
(g) any nonperfection of any security interest or lien on any collateral, or any amendment or waiver of, consent to, or departure from, any guaranty or security for all or any of the Secured Obligations;
(h) any application of sums paid by the Borrower or any other Person with respect to the Secured Obligations of the Borrower to the Secured Parties, regardless of what Secured Obligations of the Borrower remain unpaid;
(i) any act or failure to act by any Secured Party which may adversely affect a Grantor's subrogation rights, if any, against the Borrower to recover payments made under this Security Agreement; and
(j) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesCredit Party, any surety or any guarantorguarantor (other than the Termination Date).
Appears in 1 contract
Samples: Subsidiary Pledge and Security Agreement (Ironton Iron Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the later of (x) the Revolving Credit Commitment Termination DateDate and (y) the payment in full in cash of the Obligations, the expiration or termination of all Letters of Credit issued under the Credit Agreement (other than Letters of Credit that have been Cash Collateralized pursuant to Section 2.11(b)(ii) of the Credit Agreement) and the irrevocable termination of all Revolving Loan Line Portions thereunder. All rights of the Lender Secured Parties and the security interests granted to the Lender Agent (for its benefit and the ratable benefit of each Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Basic Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other Grantor) under the provisions of any Loan Basic Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Basic Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date; provided that upon the consummation of any Permitted Disposition, the Administrative Agent shall promptly release its Lien as to any asset subject to such Permitted Disposition. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
, (d) any reduction, limitation, impairment or termination of any Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Credit Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement Agreement, shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (Note Document, any of the Company Obligations or any other than this Security Agreement)collateral security therefor or guaranty with respect thereto;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Note Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Note Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)) of the Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiariesof, any surety Grantor (other than the defense of payment in full in cash or any guarantor.performance in full);
Appears in 1 contract
Samples: Pledge and Security Agreement (Swift Transportation Co)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Note Holders and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each Note Holder) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, the Indenture, any Notes Document, or any other guaranty held by the Lender any Note Holder securing any of the Secured Obligations; or, except to the extent of any waiver, release, consent, or departure permitted or effected in accordance with the terms of such documents;
(b) any change in the time, place or manner of payment of, or in any other term of, all or any of the Secured Obligations, 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 Indenture, the other Notes Documents, or any other documents, instruments or agreements relating to the Secured Obligations or any other instrument or agreement referred to therein or any assignment or transfer of any thereof;
(c) any lack of validity or enforceability of the Indenture, the other Notes Documents, or any other document, instrument or agreement referred to therein or any assignment or transfer of any thereof;
(d) any furnishing to the Note Holders of any additional security for the Secured Obligations, or any sale, exchange, release or surrender of, or realization on, any security for the Secured Obligations;
(e) any settlement or compromise of any of the Secured Obligations, any security therefor, or any liability of any other party with respect to the Secured Obligations, or any subordination of the payment of the Secured Obligations to the payment of any other liability of such Grantor;
(f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Grantor, or any action taken with respect to this Security Agreement by any trustee or receiver, or by any court, in any such proceeding;
(g) any nonperfection of any security interest or Lien on any collateral, or any amendment or waiver of, consent to, or departure from, any guaranty or security for all or any of the Secured Obligations;
(h) any application of sums paid by any Grantor or any other Person with respect to the Secured Obligations of any Grantor to the Collateral Agent or any Note Holder, regardless of what Secured Obligations of such Grantor remain unpaid;
(i) any act or failure to act by Collateral Agent or any Note Holder which may adversely affect such Grantorβs subrogation rights, if any, against another Person to recover payments made under this Security Agreement;
(j) the granting by Collateral Agent or any Note Holder of any credit to any Grantor, whether or not liability therefor constitutes Secured Obligations, or any failure or refusal of Collateral Agent or any Note Holder to grant any other credit to any Grantor even if Collateral Agent or any Note Holder thereby breaches any duty or commitment to the Notes Issuer, Grantor, or any other Person;
(k) the application by Collateral Agent or any Note Holder of credits, payments, or proceeds to any portion of the Secured Obligations;
(l) any failure by Collateral Agent or any Note Holder to give any Grantor notice of (i) the making of any loan or other credit extension or the terms, conditions, and other provisions applicable thereto, (ii) any dishonor by the Notes Issuer or any Grantor, or (iii) the inaccuracy or incompleteness of any representation, warranty, or other statement made by any Grantor, and
(m) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesGrantor, any surety or any guarantorguarantor (other than the Termination Date).
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Secured Parties for their benefit hereunder, and all obligations of the Grantors Company hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional unconditional, final and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender Secured Parties:
(i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries obligor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwisePerson, or or
(ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Note Obligations;
(cb) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Note Obligations, or any other extension, compromise or renewal of any ObligationsNote Obligation;
(dc) any reduction, limitation, impairment or termination of any Note Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor the Company hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Note Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(fd) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including guarantor of the Grantors hereunder)Note Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Secured Parties securing any of the Note Obligations; or
(ge) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the Subsidiariesobligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each the Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, interest and shall remain in full force and effect until the Termination DateDate or until otherwise released in accordance with Section 7.5. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Notes Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Notes Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorGuarantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any ObligationsSecured Obligation;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Notes Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)) of the Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 1 contract
Samples: Second Lien Notes Pledge and Security Agreement (Reddy Ice Holdings Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Datedate on which the Secured Obligations (other than contingent obligations as to which no claims have been asserted) are paid in full in cash. All rights of the Lender Collateral Agent and the security interests and Liens granted to the Lender hereunderCollateral Agent hereunder for the benefit of the Secured Parties in and on the Collateral, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender Collateral Agent (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantors or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against (x) any other Person who may from time to time be a guarantor (including any other Grantor) of, or grant to the Collateral securingAgent a security interest in or Lien on any of such Personβs assets as collateral security for, all or any of the Obligations or (y) any Collateral securing all or any of the Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Subsidiary Guarantor, or any surrender or non-perfection of any Collateral, or any amendment amendment, addition to or other modification or waiver or release or addition toof, or consent to or departure from, any other guaranty held by from time to time in favor of the Lender Collateral Agent securing all or any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantors or any other Person (including any Person who may from time to time be a surety or a guarantor of the Borrower all or any of the Subsidiaries, any surety or any guarantorSecured Obligations) other than payment in full in cash of the Obligations (excluding contingent obligations as to which no claims have been asserted).
Appears in 1 contract
Samples: Credit Agreement (Sonendo, Inc.)
Security Interest Absolute, etc. This Security Pledge Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of a security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Trustee (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Pledgor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Note Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower Pledgor or any of the Subsidiaries other Obligor or any other Person (including any other Grantor) under the provisions of any Loan Note Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor the Pledgor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Note Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including for the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower Pledgor or any of the Subsidiariesother Obligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Pledge Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until this Pledge Agreement and the Termination DateSecured Obligations of Grantor hereunder are released in accordance with Section 7.13(a). All rights of the Lender Secured Party and the security interests granted to the Lender Secured Party hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender Secured Party:
(i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any of the Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any ObligationsSecured Obligation;
(d) any reduction, limitation, impairment or termination of any of the Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Secured Obligations or otherwise, other than, in each case, payment of the Secured Obligations in full;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor (including guarantor of the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Secured Party securing any of the Secured Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiariesof, Grantor, any surety or any guarantor, other than, in each case, payment of the Secured Obligations in full. This Pledge Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations is rescinded or must otherwise be returned by Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of Grantor or any of its Subsidiaries or any other Person, or any other similar action or proceeding or otherwise, all as though such payment had not been made.
Appears in 1 contract
Samples: Credit Agreement (Ada-Es Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable continuing grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, absolute and unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
(d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwiseotherwise (other than the occurrence of the Termination Date);
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including of the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor (other than the occurrence of the Borrower or any of the Subsidiaries, any surety or any guarantorTermination Date).
Appears in 1 contract
Samples: Credit Agreement (Kofax LTD)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Secured Parties for their benefit hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional unconditional, final and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender Secured Parties:
(i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries obligor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwisePerson, or or
(ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Note Obligations;.
(cb) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Note Obligations, or any other extension, compromise or renewal of any ObligationsNote Obligation;
(dc) any reduction, limitation, impairment or termination of any Note Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Note Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(fd) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including guarantor of the Grantors hereunder)Note Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Secured Parties securing any of the Note Obligations; or
(ge) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the Subsidiariesobligor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Pledge Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable continuing grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Royal Gold and the security interests granted to the Lender Royal Gold for its benefit hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Funding Document;
(b) the failure of the Lender Royal Gold:
(i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Funding Document or otherwise, or or
(ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Funding Document;
(fd) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including each Grantor hereunder) of the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Royal Gold securing any of the Secured Obligations; or
(ge) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or any of the Subsidiariesof, a Grantor, any surety or any guarantor, other than, in each case, payment of the Secured Obligations in full.
Appears in 1 contract
Samples: Pledge Agreement (Royal Gold Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Collateral, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Obligor, any surety or any guarantor.
Appears in 1 contract
Samples: Pledge and Security Agreement (Flotek Industries Inc/Cn/)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Collateral Agent and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Transaction Document;
(b) the failure of the Lender Collateral Agent, any Participant or any other Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Transaction Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the ObligationsSecured Obligations of any Grantor under the Subscription Agreements or any other Transaction Document, or any other extension, compromise or renewal of any Obligationsthe same;
(d) any reduction, limitation, impairment or termination of any Secured Obligations of any Grantor under the Subscription Agreements or any other Transaction Document (except in the case of the indefeasible payment in full of the Secured Obligations of the Grantors under the Subscription Agreements and the termination of the Commitments thereunder) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Secured Obligations of any Grantor under the Subscription Agreements or otherwiseany other Transaction Document;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Transaction Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors each Grantor hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Participant securing any of the ObligationsSecured Obligations of any Grantor under the Subscription Agreements; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesGrantor, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations, by operation of law or otherwise; and to the fullest extent permitted by applicable Law, each Grantor waives any defense arising out of any such extension, compromise or renewal even though such extension, compromise or renewal may operate, pursuant to applicable Law, to impair or extinguish any right or remedy of any Grantor against any Collateral;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to compromise or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwiseotherwise and shall not be subject to (and each Grantor hereby waives any right to or claim of) any of the foregoing;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or is(or will become) a Grantor grantor (including the Grantors hereunder)) of the Obligations, or any surrender surrender, release, invalidity, impairment or non-perfection of any Collateralcollateral (or any security interest therein), or any amendment to or waiver or release of or addition to, or consent to or departure from, any other guaranty collateral held by the Lender any Secured Party securing any of the Obligations;
(g) any change in the corporate existence, structure or ownership of the Grantors or any other Grantor of or other Person liable for any of the Obligations;
(h) any insolvency, bankruptcy, reorganization or other similar proceeding under any Debtor Relief Law affecting any Loan Party or its assets or any resulting release or discharge of any obligation of any Loan Party; or
(gi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Dateall Obligations have been indefeasibly paid in full. All rights of the Lender Collateral Agent and the Secured Party and the security interests granted to the Lender Collateral Agent, for the benefit of itself and the Secured Party hereunder, and all obligations Obligations of the Grantors hereunderDebtor, shall, to the fullest extent permitted by applicable law, shall in each case, case be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)the Notes;
(b) the failure of the Lender Collateral Agent or the Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document the Notes or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any ObligationsObligation;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor the Debtor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Documentthe Note;
(f) any addition, exchange or release of any Collateral (including the Collateral) or of any Person that is (or will become) a Grantor (including guarantor of the Grantors hereunder)Obligations, or any surrender or non-perfection of any Collateral (including the Collateral), or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Collateral Agent or the Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower or Debtor, any of the Subsidiariesother obligor, any surety or any guarantor.
Appears in 1 contract
Samples: Security Agreement (Biolex, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Credit Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligationsto the fullest extent not prohibited by Legal Requirement, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Credit Document;
, (f) any addition, exchange or release of any Collateral or securing any of any Person that is (or will become) a Grantor (including the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
Secured Obligations (other than releases of Collateral and/or guarantees in accordance with the terms of the Credit Documents), or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower of, any Grantor or any of the Subsidiariesother Credit Party, any surety or any guarantorguarantor (other than the occurrence of the Termination Date but subject to reinstatement as provided herein or under applicable law).
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of a security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Trustee (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Note Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower Grantor or any of the Subsidiaries other Obligor or any other Person (including any other Grantor) under the provisions of any Loan Note Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Secured Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations;
, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each the Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Note Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including for the Grantors hereunder)Secured Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Secured Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of of, the Borrower Grantor or any of the Subsidiariesother Obligor, any surety or any guarantor.
Appears in 1 contract
Samples: Security Agreement (Energy XXI LTD)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, interest and shall remain in full force and effect until the Termination DateDate or until otherwise released in accordance with Section 7.5. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Notes Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Obligor or any other Person (including any other GrantorGuarantor) under the provisions of any Loan Notes Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other GrantorGuarantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any ObligationsObligation;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Notes Document;
(f) any addition, exchange or release of any Collateral collateral or of any Person that is (or will become) a Grantor guarantor (including the Grantors hereunder)) of the Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesObligor, any surety or any guarantor.
Appears in 1 contract
Samples: First Lien Notes Pledge and Security Agreement (Reddy Ice Holdings Inc)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All Except as provided herein, all rights of the Lender Protected Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Protected Party) hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)or any Lease Document;
(b) the failure of the Lender any Protected Party (i) to assert any claim or demand or to enforce any right or remedy against any Grantor or the Borrower or any of the Subsidiaries Servicer or any other Person (including any other Grantor) under the provisions of any Loan Document or any Lease Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any ObligationsObligation;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligationsany Obligation, or any other extension, compromise or renewal of any ObligationsObligation;
(d) any reduction, limitation, impairment or termination of any Obligations Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations Obligation or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Collateral, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Protected Party securing any of the ObligationsObligation; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of of, any Grantor or the Borrower or any of the SubsidiariesServicer, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, interest and shall remain in full force and effect effect, in each case, until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent, for the benefit of the Secured Parties, hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable lawLaw, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower Borrower, Holdings or any of the Subsidiaries or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, compromise and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder), or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender Administrative Agent, for the benefit of the Secured Parties, securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower Borrower, Holdings or any of the Subsidiaries, any surety or any guarantor.
Appears in 1 contract
Samples: Credit Agreement (Harmony Biosciences Holdings, Inc.)
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of a security interest, and shall remain in full force and effect until the Termination DateDate has occurred. All rights of the Lender Secured Parties and the security interests granted to the Lender Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement)Document;
(b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Loan Party or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) of, or Collateral collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
(d) any reduction, limitation, impairment or termination of any Obligations for any reasonreason (other than the Payment in Full thereof), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;otherwise (other than the defense of Payment in Full thereof); EXHIBIT F β CBL 4873-9001-7310\2
(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
(f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including any Grantor hereunder) of security interests to secure the Grantors hereunder)Obligations, or any surrender or non-perfection of any Collateralcollateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender any Secured Party securing any of the Obligations; or
(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesLoan Party, any surety or any guarantor.
Appears in 1 contract
Security Interest Absolute, etc. This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender Secured Parties and the security interests granted to the Lender Collateral Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of the Grantors each Grantor hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:
of (a) any lack of validity, legality or enforceability of any Loan Document (other than this Security Agreement);
Document, (b) the failure of the Lender any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any of the Subsidiaries Grantor or any other Person (including any other Grantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any other Grantor) Grantor of, or Collateral securing, any Obligations;
, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligations;
, (d) any reduction, limitation, impairment or termination of any Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives, until payment of all Obligations, waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
otherwise (other than defense of payment), (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;
, (f) any addition, exchange or release of any Collateral or of any Person that is (or will become) a Grantor (including the Grantors hereunder)Obligations, or any surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by the Lender securing any Secured Party guaranteeing any of the Obligations; or
, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or of, any of the SubsidiariesGrantor, any surety or any guarantorguarantor (other than defense of payment).
Appears in 1 contract
