Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of: (i) any lack of validity or enforceability of any Operative Document or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee; (iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, for all or any of the Obligations; (iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations; (v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or (vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 4 contracts
Samples: Pledge and Collateral Agreement (Eme Homer City Generation Lp), Pledge and Collateral Agreement (Eme Homer City Generation Lp), Pledge and Collateral Agreement (Eme Homer City Generation Lp)
Security Interest Absolute. (a) The obligations Pledgor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation liens and security interest interests hereunder, and all obligations Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any illegality or lack of validity or enforceability of any Operative Document Secured Obligation or any other related agreement or instrument relating theretoinstrument;
(iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other rescission, waiver, amendment or waiver other modification of the Loan Agreement, this Agreement or any consent to any departure from any Operative Documentother agreement, including, without limitation, including any increase in the Secured Obligations resulting from the any extension of additional credit to the Facility Lesseeor otherwise;
(iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any part of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Secured Obligations;
(ve) any changedefault, restructuring failure or termination delay, willful or otherwise, in the performance of the structure Secured Obligations;
(f) any defense, set-off or existence counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Pledgor against the Secured Party;
(g) the insolvency of the Facility LesseePledgor; or
(vih) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Pledgor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Persongrantor, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 4 contracts
Samples: Stock Pledge Agreement (Alpha Frontier LTD), Stock Pledge Agreement (Alpha Frontier LTD), Stock Pledge Agreement (Alpha Frontier LTD)
Security Interest Absolute. (a) The obligations of the Pledgor under this Pledge Agreement are independent of the Obligations Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Pledge Agreement, irrespective of whether any action is brought against another pledgor the Borrowers under the Term Loan Agreement or against any guarantor of the Obligations or whether another pledgor the Borrowers or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Bank and security interest interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of the Term Loan Agreement, the Notes, any Operative other Loan Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Term Loan Agreement or any Operative other Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeBorrowers or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection non‑perfection of any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from any guarantyguarantee, for all or any of the Obligations;
(ivd) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral Collateral for all or any of the ObligationsObligations or any other assets of the Borrowers or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrowers or any of its Subsidiaries; or
(vif) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Borrowers or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentthird‑party pledgor.
Appears in 4 contracts
Samples: Term Loan Agreement (ONE Group Hospitality, Inc.), Term Loan Agreement (ONE Group Hospitality, Inc.), Pledge Agreement (ONE Group Hospitality, Inc.)
Security Interest Absolute. (a) The obligations Each Pledgor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered, or other action taken in reliance on this Agreement, and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation liens and security interest hereunderinterests under this Agreement, and all obligations of the Pledgor hereunderPledgors under this Agreement, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
: (ia) any illegality or lack of validity or enforceability of any Operative Document Obligations or any other agreement or instrument relating thereto;
Transaction Documents; (iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other recission, waiver, amendment or waiver modification of any Transaction Document or any consent to any departure from any Operative Documentprovisions thereof, including, without limitation, including any increase in the Obligations resulting from the future advances or protective advances or any extension of additional credit to the Facility Lessee;
or otherwise; (iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Obligations;
; (ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any of the Obligations; (e) any default, failure or any manner of sale delay, willful or other disposition of any other collateral for all or any otherwise, in the performance of the Obligations;
; (vf) any changedefense, restructuring set-off or termination counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by any Pledgor against the structure Secured Party; or existence of the Facility Lessee; or
(vig) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering any loans or other Obligations or any existence of or reliance on any representation by the Secured Party that might vary the risk of any Pledgors or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The any Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Persongrantor, any security which Owner Lessor may holdpledgor, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 4 contracts
Samples: Pledge Agreement (AGBA Group Holding Ltd.), Pledge Agreement (AGBA Group Holding Ltd.), Standby Equity Purchase Agreement (AGBA Group Holding Ltd.)
Security Interest Absolute. (a) The obligations Grantor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation liens and security interest interests hereunder, and all obligations Secured Obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any illegality or lack of validity or enforceability of any Operative Document Secured Obligation or any other related agreement or instrument relating theretoinstrument;
(iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other rescission, waiver, amendment or waiver other modification of the Note, this Agreement or any consent to any departure from any Operative Documentother agreement, including, without limitation, including any increase in the Secured Obligations resulting from the any extension of additional credit to the Facility Lesseeor otherwise;
(iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any part of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Secured Obligations;
(ve) any changedefault, restructuring failure or termination delay, willful or otherwise, in the performance of the structure Secured Obligations;
(f) any defense, set-off or existence counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Facility LesseeGrantor against the Secured Party; or
(vig) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Grantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, Grantor or any other Persongrantor, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 4 contracts
Samples: Security Agreement (Sonic Foundry Inc), Loan and Security Agreement (Summit Semiconductor Inc.), Loan and Security Agreement (Summit Semiconductor Inc.)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Secured Obligations or any other Obligations of any other Loan Party under or in respect of the Credit Documents, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor the Pledgor or any guarantor of the Obligations other Loan Party or whether another pledgor the Pledgor or any guarantor of the Obligations other Loan Party is joined in any such action or actions. All rights of the Owner Lessor Collateral Agent and the other Secured Parties and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor hereunder, shall be irrevocable, absolute and unconditionalunconditional irrespective of, and the Pledgor hereby irrevocably waives (to the maximum extent permitted by Requirements applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of Law, irrespective ofthe following:
(ia) any lack of validity or enforceability of any Operative Credit Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other Obligations of any other Loan Party under or in respect of any of the Credit Documents or any other amendment or waiver of or any consent to any departure from any Operative Credit Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lesseeany Loan Party or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralany Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the ObligationsSecured Obligations or any other Obligations of any other Loan Party under or in respect of the Financing Documents, the Additional Credit Documents or any other assets of any Loan Party or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the Facility Lesseebusiness, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Loan Party now or hereafter known to such Secured Party (the Pledgor waiving any duty on the part of the Secured Parties to disclose such information);
(g) the failure of any other Person to execute this Agreement or any other Security Document, guaranty or agreement or the release or reduction of liability of the Pledgor or other grantor or surety with respect to the Secured Obligations; or
(vih) any other circumstances which circumstance (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 discharge of, the Facility Lessee Pledgor or any other Pledgor or a third party grantor of a security interest. The Pledgor hereby waivesThis Agreement shall continue to be effective or be reinstated, to as the maximum extent permitted by law (i) all rights under case may be, if at any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on time any loss whether as a result payment of any such sale of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 3 contracts
Samples: Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa), Credit Agreement (Puget Energy Inc /Wa)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Administrative Agent and security interest interests hereunder, and all obligations of the Pledgor Company hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Credit Agreement, the Note or any other agreement or instrument relating theretoLoan Document;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, any increase in of the Obligations resulting from the extension of additional credit to the Facility LesseeLoan Documents;
(iiic) any taking, exchange, release or non-perfection taking and holding of any other collateral, collateral or any taking, release or amendment or waiver of, or consent to departure from any guaranty, guaranty for all or any of the Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guaranty, or any non-perfection of any collateral, or any consent to departure from any such guaranty;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any the manner of sale of any collateral;
(e) any consent by any Agent or any Lender to the restructure of the Obligations, or any other restructure or refinancing of the Obligations or any portion thereof;
(f) any modification, compromise, settlement or release by any Agent or any Lender, by operation of law or otherwise, collection or other disposition liquidation of the Obligations or the liability of any other collateral for all guarantor, or of any collateral, in whole or in part, and any refusal of payment by any Agent or any Lender, in whole or in part, from any obligor or guarantor in connection with any of the Obligations;
(v) , whether or not with notice to, or further assent by, or any changereservation of rights against, restructuring or termination of the structure or existence of the Facility Lesseeany Company; or
(vig) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a any third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage pledgor or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 3 contracts
Samples: Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Collateral Agent and the pledge, hypothecation and security interest interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor Grantors hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Lawapplicable law, are absolute and unconditional, irrespective of:
(ia) any Any lack of validity or enforceability of any Operative Document the Indenture, the Notes or any other agreement Indenture Document; or
(b) The failure of the Collateral Agent or instrument relating thereto;any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and the Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or waiver of other modification of, or any consent to departure from, the Notes or any departure from any Operative other Indenture Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;; or
(iiif) any takingAny addition, exchange, release release, surrender or non-perfection nonperfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Indenture Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kindGrantor, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) and all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentdefenses.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Secured Obligations and any agreement with respect to the Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Pledgor or whether another pledgor or any guarantor of the Obligations Pledgor is joined in any such action or actions. All rights of the Owner Lessor Pledgee and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Master Agreement or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative Documentthis Agreement or the Master Agreement, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeSecured Obligations;
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, guaranty for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral Collateral for all or any of the ObligationsSecured Obligations or any other assets of the Pledgor or any of its subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseePledgor or any of its subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Pledgor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 3 contracts
Samples: Pledge Agreement (Aspen Insurance Holdings LTD), Pledge Agreement, Pledge Agreement (Aspen Insurance Holdings LTD)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Pledgee and the pledge, hypothecation and security interest interests granted to the Pledgee hereunder, and all obligations of the each Pledgor hereunder, shall be joint and several and shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Credit Agreement or any other agreement or instrument relating theretoLoan Document;
(b) the failure of the Pledgee
(i) to assert any claim or demand or to enforce any right or remedy against any Obligor or any other Person under the provisions of the Credit Agreement, any other Loan Document or otherwise, or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of of, or in any other term of, all or any of the ObligationsSecured Obligations or any other extension, compromise or renewal of any Secured 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 Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to the Facility LesseeCredit Agreement or any other Loan Document;
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonObligor, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 3 contracts
Samples: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor the Borrowers under the Credit Agreement or against any guarantor of the Obligations or whether another pledgor the Borrowers or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Bank and security interest interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of the Credit Agreement, the Notes, any Operative other Loan Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any Operative other Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeBorrowers or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from any guarantyguarantee, for all or any of the Obligations;
(ivd) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral Collateral for all or any of the ObligationsObligations or any other assets of the Borrowers or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrowers or any of its Subsidiaries; or
(vif) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Borrowers or a third third-party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentpledgor.
Appears in 3 contracts
Samples: Pledge Agreement (COMMITTED CAPITAL ACQUISITION Corp), Credit Agreement (COMMITTED CAPITAL ACQUISITION Corp), Pledge Agreement (COMMITTED CAPITAL ACQUISITION Corp)
Security Interest Absolute. (a) The obligations Grantor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation liens and security interest interests hereunder, and all obligations Secured Obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any illegality or lack of validity or enforceability of any Operative Document Secured Obligation or any other related agreement or instrument relating theretoinstrument;
(iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other rescission, waiver, amendment or waiver other modification of the Notes, this Agreement or any consent to any departure from any Operative Documentother agreement, including, without limitation, including any increase in the Secured Obligations resulting from the any extension of additional credit to the Facility Lesseeor otherwise;
(iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any part of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Secured Obligations;
(ve) any changedefault, restructuring failure or termination delay, wilful or otherwise, in the performance of the structure Secured Obligations;
(f) any defense, set-off or existence counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Facility LesseeGrantor against the Secured Party; or
(vig) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Grantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, Grantor or any other Persongrantor, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 3 contracts
Samples: Security Agreement (Interpace Biosciences, Inc.), Security Agreement (1315 Capital II, L.P.), Security Agreement (Ampersand 2018 Limited Partnership)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation and security interest interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity validity, legality or enforceability of any Operative Document Loan Document;
(b) the failure of any Lender Party:
(i) to assert any claim or demand or to enforce any right or remedy against any Grantor, any other Loan Party or any other agreement Person under the provisions of any Loan Document or instrument relating theretootherwise; or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligation of any Grantor or of any other Loan Party;
(iic) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment extension, compromise or waiver renewal of or any consent to any departure from any Operative DocumentSecured Obligation, including, without limitation, including any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lesseeany Grantor or any other Loan Party or otherwise;
(iiid) any takingreduction, limitation, impairment or termination of any Secured Obligation of any Grantor or of any other Loan Party for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby 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 Obligation of any Grantor or of any other Loan Party or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of any Loan Document;
(f) any addition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee any Grantor, any other Loan Party, any surety or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remediesguarantor or otherwise, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting nature referred to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority in Section 8.1.8 of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Credit Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 3 contracts
Samples: Subordinated Security Agreement (Wells Timberland REIT, Inc.), Security Agreement (Wells Timberland REIT, Inc.), Credit Agreement (Wells Timberland REIT, Inc.)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Collateral Agent and the pledge, hypothecation and security interest interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor Grantors hereunder, shall be are absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any Any lack of validity or enforceability of any Operative Document the Indenture, the Notes or any other agreement Indenture Document; or
(b) The failure of the Collateral Agent or instrument relating thereto;any holder of a Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of the Notes or any other Indenture Document or otherwise, or
(ii) To exercise any right or remedy against any collateral securing any obligations of Grantors owing to the Secured Parties; or
(c) Any change in the time, manner or place of payment of of, or in any other term of, all or any of the Indenture Obligations or any other extension, compromise or renewal of any Indenture Obligations; or
(d) Any reduction, limitation, impairment or termination of any Indenture Obligations for any reason (other than the satisfaction and discharge of the Indenture Obligations in full), including any claim of waiver, release, surrender, alteration or compromise (and Grantors hereby waive any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Indenture Obligations); or
(e) Any amendment to, rescission, waiver, or waiver of other modification of, or any consent to departure from, the Notes or any departure from any Operative other Indenture Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;; or
(iiif) any takingAny addition, exchange, release release, surrender or non-perfection nonperfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Indenture Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kindGrantor, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) and all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentdefenses.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Castle a M & Co), Pledge and Security Agreement (Castle a M & Co), Pledge and Security Agreement (Castle a M & Co)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation and security interest Liens granted to the Administrative Agent hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document Loan Document,
(b) the failure of any Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against any Pledgor or any other agreement Person under the provisions of the Loan Documents or instrument relating thereto;otherwise, or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations of any Pledgor,
(c) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations or any other extension, compromise or renewal of any Obligation of any Pledgor,
(d) any reduction, limitation, impairment or termination of any Obligation of any Pledgor for any reason (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any Obligation of any Pledgor,
(e) any amendment to, rescission, waiver or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to the Facility Lessee;Loan Documents,
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonBorrower, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 2 contracts
Samples: Pledge Agreement (Sterling Chemicals Inc), Pledge Agreement (Sterling Chemical Inc)
Security Interest Absolute. (a) The obligations Each Pledgor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation liens and security interest interests hereunder, and all obligations Secured Obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
: (ia) any illegality or lack of validity or enforceability of any Operative Document Secured Obligation or any other related agreement or instrument relating thereto;
instrument; (iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other rescission, waiver, amendment or waiver other modification of the Purchase Agreement, this Agreement or any consent to any departure from any Operative Documentother agreement, including, without limitation, including any increase in the Secured Obligations resulting from the any extension of additional credit to the Facility Lessee;
or otherwise; (iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Secured Obligations;
; (ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any part of the Secured Obligations; (e) any default, failure or delay, wilful or otherwise, in the performance of the Secured Obligations; (f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or any manner of sale be asserted by, the Pledgors against the Secured Party; or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Secured Obligations or any existence of or reliance on any representation by the Secured Party that might vary the risk of a Pledgor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Persongrantor, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 2 contracts
Samples: Stock Pledge and Security Agreement, Stock Pledge and Security Agreement (Chanticleer Holdings, Inc.)
Security Interest Absolute. (a) The obligations of the Pledgor Grantor under this Agreement are independent of the Secured Obligations or any other obligations of the Grantor under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Pledgor Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Grantor or whether another pledgor or any guarantor of the Obligations Grantor is joined in any such action or actions. All rights of the Owner Lessor Lender and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor Grantor hereunder, shall be irrevocable, absolute and unconditionalunconditional irrespective of, and the Grantor hereby irrevocably waives (to the maximum extent permitted by Requirements applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of Law, irrespective of:
the following: (ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement or instrument relating thereto;
; (iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other obligations of the Grantor under or in respect of the Loan Documents or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lessee;
Borrower or otherwise; (iiic) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
; (ivd) any manner of application of the Collateralany Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Obligations;
Secured Obligations or any other obligations of the Grantor under or in respect of the Loan Documents or any other assets of the Grantor; (ve) any change, restructuring or termination of the organizational structure or existence of the Facility LesseeGrantor; or
(vif) any failure of the Lender to disclose to the Grantor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of the Grantor (the Grantor waiving any duty on the part of the Lender to disclose such information); (g) the failure of any other Person to execute this Agreement or any other Loan Document, guaranty or agreement or the release or reduction of liability of the Grantor or other grantor or surety with respect to the Secured Obligations; or (h) any other circumstances which circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Lender that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Grantor or a third party grantor of a security interest. The Pledgor hereby waivesThis Agreement shall continue to be effective or be reinstated, to as the maximum extent permitted by law (i) all rights under case may be, if at any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on time any loss whether as a result payment of any such sale of the Secured Obligations is rescinded or must otherwise be returned by the Lender or by any other Person upon the insolvency, bankruptcy or reorganization the Grantor or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 2 contracts
Samples: Security Agreement (Smith & Wollensky Restaurant Group Inc), Security Agreement (Smith & Wollensky Restaurant Group Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations Note Indebtedness of the other Obligors, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations other Obligor or whether another pledgor or any guarantor of the Obligations other Obligor is joined in any such action or actions. All rights of the Owner Lessor Agent and the pledge, hypothecation and security interest interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of any Operative Note Purchase Document or any other agreement or instrument relating thereto;
(ii) , any change in the time, manner or place of payment of of, or in any other term of, all or any of the ObligationsNote Indebtedness, or any other amendment or waiver of or any consent to any departure from the Note Purchase Agreement or any Operative other Note Purchase Document, including, without limitation, any increase in the Obligations Note Indebtedness resulting from the extension of additional credit to the Facility LesseeCompany or otherwise;
(iiib) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the ObligationsNote Indebtedness;
(ivc) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the ObligationsNote Indebtedness, or any manner of sale or other disposition of any other collateral for all or any part of the ObligationsNote Indebtedness or any other assets of any Obligor;
(vd) any change, restructuring or termination of the corporate or organizational structure or existence of the Facility Lesseeany Obligor; or
(vie) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Obligor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentpledgor.
Appears in 2 contracts
Samples: Pledge Agreement (Aemetis, Inc), Pledge Agreement (Aemetis, Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another the Borrower, any other pledgor or any guarantor of the Secured Obligations or whether another the Borrower, any other pledgor or any guarantor of the Secured Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledgeassignment, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Lawapplicable law, irrespective of:
(ia) any lack of validity or enforceability of this Agreement, the Credit Agreement, any Operative other Financing Document or any other agreement or instrument relating theretoto any thereof, the absence of any action to enforce the same, any release of Pledgor or any other Credit Party, the recovery of any judgment against Pledgor or any other Credit Party, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Pledgor;
(b) any occurrence or condition whatsoever, including, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations of Pledgor or any other Credit Party contained in this Agreement, the Credit Agreement or any other Financing Document, (ii) any change in impairment, modification, release or limitation of the time, manner liability of Pledgor or place of payment of or in any other term ofCredit Party or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by Pledgor, the Administrative Agent or any other Secured Party of any rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Secured Obligations, including all or any part of the Obligationsrights of Pledgor under this Agreement, (v) the extension of the time for payment by Pledgor or any other amendment or waiver of Credit Party or any consent to other guarantor of any departure from payments or other sums or any Operative Document, including, without limitation, part thereof owing or payable under any increase in of the Obligations resulting from terms and provisions of any Financing Document or of the time for performance by Pledgor or any other Credit Party of any other obligations under or arising out of any terms or provisions or the extension of additional credit to the Facility Lessee;renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Pledgor or any other Credit Party set forth in any Financing Document, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Pledgor or any other Credit Party or any of their respective assets, or the disaffirmancy of this Agreement or any Financing Document in any such proceeding, (viii) the release or discharge of Pledgor or any other Credit Party from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of this Agreement or any Financing Document or (x) any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor; or
(iiic) any takingexchange, exchangesale, release or non-perfection of any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from any guarantyother guarantee, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Orion Power Holdings Inc), Credit Agreement (Orion Power Holdings Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Pledgee and the pledge, hypothecation and security interest Lien granted to it hereunder, and all obligations of the Pledgor Pledgors hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of the Loan Agreement or any Operative Document of the other Loan Documents or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Agreement or any Operative Document, including, without limitation, any increase in of the Obligations resulting from the extension of additional credit to the Facility Lesseeother Loan Documents;
(iiic) any taking, exchange, release taking and holding of collateral or non-perfection of any other collateral, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, guarantees for all or any of the Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guarantees, or any non-perfection of any collateral, or any consent to departure from any such guaranty;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any the manner of sale of any collateral;
(e) any consent by the Pledgee or the Lenders to the restructuring of the Obligations, or any other restructuring or refinancing of the Obligations or any portion thereof;
(f) any modification, compromise, settlement or release by the Pledgee or the Lenders, by operation of law or otherwise, collection or other disposition liquidation of the Obligations or the liability of any other collateral for all guarantor, or of any collateral, in whole or in part, and any refusal by the Pledgee or the Lenders to accept any payment, in whole or in part, from any obligor or guarantor in connection with any of the Obligations;
(v) , whether or not with notice to, further assent by, or any changereservation of rights against, restructuring the Pledgors except a settlement or termination of release, duly executed by the structure or existence of Pledgee, which specifically terminates the Facility Lesseesecurity interest hereunder; or
(vig) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a any third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage pledgor or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 2 contracts
Samples: Pledge Agreement (Grant Prideco Inc), Pledge Agreement (Grant Prideco Inc)
Security Interest Absolute. (a) The obligations of the Pledgor any Collateral Grantor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor any Collateral Grantor to enforce this Agreement, Agreement irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Company or whether another pledgor or any guarantor of the Obligations Company is joined in any such action or actions. All rights of the Owner Lessor Trustee and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor each Collateral Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Indenture or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative Documentthe Indenture, including, without limitation, any increase in the Secured Obligations resulting from the extension issuance of additional credit to Notes by the Facility LesseeCompany or any of its subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection nonperfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of the Company or any of its subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeCompany or any of its subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Company or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 2 contracts
Samples: Security Agreement (Louisiana Casino Cruises Inc), Security Agreement (Louisiana Casino Cruises Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another any other pledgor or any guarantor of the Secured Obligations or whether another any other pledgor or any guarantor of the Secured Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledgeassignment, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by applicable Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of this Agreement, the Credit Agreement, any Operative other Financing Document or any other agreement or instrument relating theretoto any thereof, the absence of any action to enforce the same, any release of Pledgor or any other Credit Party, the recovery of any judgment against Pledgor or any other Credit Party, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Pledgor;
(b) any occurrence or condition whatsoever, including (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations of Pledgor or any other Credit Party contained in this Agreement, the Credit Agreement or any other Financing Document, (ii) any change in impairment, modification, release or limitation of the time, manner liability of Pledgor or place of payment of or in any other term ofCredit Party or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by Pledgor, the Administrative Agent or any other Secured Party of any rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Secured Obligations, including all or any part of the Obligationsrights of Pledgor under this Agreement, (v) the extension of the time for payment by Pledgor or any other amendment or waiver of Credit Party or any consent to other guarantor of any departure from payments or other sums or any Operative Document, including, without limitation, part thereof owing or payable under any increase in of the Obligations resulting from terms and provisions of any Financing Document or of the time for performance by Pledgor or any other Credit Party of any other obligations under or arising out of any terms or provisions or the extension of additional credit to the Facility Lessee;renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Pledgor or any other Credit Party set forth in any Financing Document, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Pledgor or any other Credit Party or any of their respective assets, or the disaffirmancy of this Agreement or any Financing Document in any such proceeding, (viii) the release or discharge of Pledgor or any other Credit Party from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of this Agreement or any Financing Document or (x) any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor; or
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guarantyother guarantee, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Orion Power Holdings Inc), Credit Agreement (Orion Power Holdings Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation and security interest interests granted to the Administrative Agent hereunder, and all obligations of the each Pledgor hereunder, shall be joint and several and shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Credit Agreement or any other agreement or instrument relating theretoLoan Document;
(b) the failure of any Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against any Obligor or any other Person under the provisions of the Credit Agreement, any other Loan Document or otherwise, or
(ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations;
(c) any change in the time, manner or place of payment of of, or in any other term of, all or any of the ObligationsSecured Obligations or any other extension, compromise or renewal of any Secured 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 Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise;
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to the Facility LesseeCredit Agreement or any other Loan Document;
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonObligor, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 2 contracts
Samples: Pledge Agreement (Titan Corp), Credit Agreement (Titan Corp)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Lender and the pledge, hypothecation lien and security interest granted to it hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of the Loan Agreement or any Operative Document of the other Loan Documents or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitationthe Loan Agreement, any increase of the other Loan Documents or any agreement, instrument or document delivered in the Obligations resulting from the extension of additional credit to the Facility Lesseeconnection therewith;
(iiic) any taking, exchange, release taking and holding of collateral or non-perfection of any other collateral, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, guarantees for all or any of the Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guarantees, or any non-perfection of any collateral, or any consent to departure from any such guaranty;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any the manner of sale or other disposition of any collateral or the collection of proceeds thereof;
(e) any consent by the Lender to the restructure or refinancing of the Obligations or any portion thereof;
(f) any other collateral for all modification, compromise, settlement or release by the Lender, by operation of law or otherwise, of the Obligations or the liability of any obligor or guarantor, or of any collateral, in whole or in part, and any refusal by the Lender to accept any payment, in whole or in part, from any obligor or guarantor in connection with any of the Obligations;
(v) , in each case whether or not with notice to, further assent by, or any changereservation of rights against, restructuring or termination of the structure or existence of the Facility LesseePledgor; or
(vig) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a any third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage pledgor or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 2 contracts
Samples: Pledge Agreement (Prime Group Realty Trust), Pledge Agreement (Prime Group Realty Trust)
Security Interest Absolute. (a) The obligations of the Pledgor under this Pledge Agreement are independent of the Obligations Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Pledge Agreement, irrespective of whether any action is brought against another pledgor the Borrowers under either of the Term Loan Agreements or against any guarantor of the Obligations or whether another pledgor the Borrowers or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Bank and security interest interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of either of the Term Loan Agreements, any Operative Document of the other Term Loan Documents or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from either of the Term Loan Agreements or any Operative Documentof the other Loan Documents, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeBorrowers or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection non‑perfection of any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from any guarantyguarantee, for all or any of the Obligations;
(ivd) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral Collateral for all or any of the ObligationsObligations or any other assets of the Borrowers or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrowers or any of its Subsidiaries; or
(vif) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Borrowers or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentthird‑party pledgor.
Appears in 2 contracts
Samples: Pledge Agreement (ONE Group Hospitality, Inc.), Pledge Agreement (ONE Group Hospitality, Inc.)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor the Borrowers under the Credit Agreement or against any guarantor of the Obligations or whether another pledgor the Borrowers or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Bank and security interest interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of the Credit Agreement, the Notes, any Operative other Loan Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any Operative other Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeBorrowers or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from any guarantyguarantee, for all or any of the Obligations;
(ivd) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral Collateral for all or any of the ObligationsObligations or any other assets of the Borrowers or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrowers or any of its Subsidiaries; or
(vif) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Borrowers or a third third-party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (COMMITTED CAPITAL ACQUISITION Corp), Pledge Agreement (COMMITTED CAPITAL ACQUISITION Corp)
Security Interest Absolute. (a) The obligations Pledgor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered, or other action taken in reliance hereon and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation liens and security interest interests hereunder, and all obligations Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any illegality or lack of validity or enforceability of any Operative Document Secured Obligation or any other related agreement or instrument relating theretoinstrument;
(iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other rescission, waiver, amendment or waiver other modification of the Note, this Agreement or any consent to any departure from any Operative DocumentLoan Documents, including, without limitation, including any increase in the Secured Obligations resulting from the any extension of additional credit to the Facility Lesseeor otherwise;
(iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any part of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Secured Obligations;
(ve) any changedefault, restructuring failure or termination delay, willful or otherwise, in the performance of the structure Secured Obligations;
(f) any defense, set-off or existence counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Facility LesseePledgor against the Secured Party; or
(vig) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Pledgor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Persongrantor, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 2 contracts
Samples: Stock Pledge Agreement (BioLife4D Corp), Stock Pledge Agreement (BioLife4D Corp)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation and security interest interests granted to the Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document Loan Document;
(b) the failure of any Secured Party
(i) to assert any claim or demand or to enforce any right or remedy against the Borrowers or any other agreement Person under the provisions of any Loan Document or instrument relating theretootherwise or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations;
(iic) any change in the time, manner or place of payment of of, or in any other term of, all or any 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 (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from the extension terms of additional credit to the Facility Lesseeany Loan Document;
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateral, collateral (including the Collateral) or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, guaranty for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonBorrower, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 2 contracts
Samples: Security Agreement (Sterling Chemicals Inc), Security Agreement (Sterling Chemical Inc)
Security Interest Absolute. (a) A. The obligations of the Pledgor Debtor under this Agreement are independent of the Obligations of Debtor under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Pledgor Debtor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Debtor or whether another pledgor or any guarantor of the Obligations Debtor is joined in any such action or actionsaction. All rights of the Owner Lessor Secured Party and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor Debtor hereunder, shall be irrevocable, absolute and unconditionalunconditional irrespective of, and Debtor hereby irrevocably waives (to the maximum extent permitted by Requirements applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of Law, irrespective ofthe following:
(i) any Any lack of validity or enforceability of any Operative Loan Document or any other agreement or instrument relating thereto;
(ii) any Any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Obligations under or in respect of the Loan Documents or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeDebtor or otherwise;
(iii) any Any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any Any manner of application of the Collateralany Collateral or any other collateral, or proceeds thereof, to all or any of the ObligationsObligations so long as such application is permitted by this Agreement, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the ObligationsObligations under or in respect of the Loan Documents or any other assets of Debtor so long as such sale or other disposition is permitted by applicable law;
(v) any Any change, restructuring or termination of the organizational structure or existence of Debtor;
(vi) Any failure of Secured Party to disclose to Debtor any information relating to the Facility Lesseebusiness, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of Debtor now or hereafter known to Secured Party (Debtor waiving any duty on the part of Secured Party to disclose such information); or
(vivii) Any failure of any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, Person to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, execute this Agreement or any other Loan Document, guaranty or agreement or document between the Pledgor and release or reduction of liability of Debtor with respect to the Owner Lessor. The Pledgor further agrees that Obligations.
B. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Secured Party or by any other Person upon the occurrence and during the continuation insolvency, bankruptcy or reorganization of a Lease Event of DefaultDebtor or otherwise, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentall as though such payment had not been made.
Appears in 2 contracts
Samples: Security and Guaranty Agreement (Crossroads Systems Inc), Security and Guaranty Agreement (Crossroads Systems Inc)
Security Interest Absolute. (a) The obligations Grantor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation Liens and security interest interests hereunder, and all obligations Secured Obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any illegality or lack of validity or enforceability of any Operative Document Secured Obligation or any other related agreement or instrument relating theretoinstrument;
(iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other rescission, waiver, amendment or waiver other modification of the Note, this Agreement or any consent to any departure from any Operative Documentother agreement, including, without limitation, including any increase in the Secured Obligations resulting from the any extension of additional credit to the Facility Lesseeor otherwise;
(iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any part of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Secured Obligations;
(ve) any changedefault, restructuring failure or termination delay, willful or otherwise, in the performance of the structure Secured Obligations;
(f) any defense, set-off or existence counterclaim (other than a defense of the Facility Lesseepayment or performance) that may at any time be available to, or be asserted by, Grantor against Secured Party; or
(vig) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by Secured Party that might vary the risk of Grantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, Grantor or any other Persongrantor, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 2 contracts
Samples: Security Agreement (TCW Direct Lending LLC), Revolving Credit Agreement (TCW Direct Lending LLC)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation Lenders and the security interest interests granted to Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be are absolute and unconditional, to irrespective of the extent permitted by Requirements occurrence of Law, irrespective ofany one or more of the following:
(ia) any Any lack of validity or enforceability of any Operative Loan Document; or
(b) The failure of Administrative Agent or any Lender or any holder of any Note:
(i) To assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or any other agreement or instrument relating thereto;otherwise, or
(ii) To exercise any right or remedy against any other Grantor of, or any collateral securing, any obligations of any Borrower or any other Grantor owing to any Lender; or any change in the time, manner or place of payment of of, or in any other term of, all any Secured Obligation; or
(c) Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation; or
(d) Any reduction, limitation, impairment or termination of the Obligationsany Secured Obligation for any reason, including any waiver, release, surrender, alteration or compromise; or
(e) Any amendment to, rescission, waiver, or any other amendment or waiver of modification of, or any consent to departure from, the terms of any departure from any Operative Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;; or
(iiif) any takingAny addition, exchange, release release, surrender or non-perfection nonperfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility LesseeSecured Obligation; or
(vig) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee any Grantor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kindits obligations hereunder, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or any and all suretyship defenses. Each Grantor hereby waives any right to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upondefense or setoff, plead counterclaim, recoupment or in termination whatsoever by reason of any manner whatever claim or take the benefit or advantage invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement event or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lesseeaffecting, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentSecured Obligation.
Appears in 2 contracts
Samples: Security Agreement (Altitude International Holdings, Inc.), Security Agreement (Blackboxstocks Inc.)
Security Interest Absolute. (a) The obligations All rights and security interests of the Pledgor under this Agreement are independent Agent, for the benefit of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this AgreementSecured Parties, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest granted hereunder, and all obligations of the Pledgor Borrower hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of, and shall not be impaired or affected by:
(ia) any lack of validity or enforceability of any Operative Document the Agreement, this Security Agreement or any other agreement or instrument relating theretoLoan Document;
(b) any change in the corporate existence, structure or ownership of the Borrower, or any bankruptcy or insolvency proceeding affecting the Borrower or any property of the Borrower or any resulting release or discharge of any Obligation contained in the Agreement, this Security Agreement or any other Loan Document;
(c) the failure of the Secured Parties:
(i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under the provisions of the Agreement, this Security Agreement or any other Loan Document or under any applicable law, or
(ii) to exercise any right or remedy against any Collateral;
(d) any change in the time, manner manner, or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment amendment, modification, or waiver of of, or any consent to or any departure from any Operative Documentfrom, includingthe Agreement, without limitationthis Security Agreement, any increase in the Obligations resulting from the extension of additional credit other Loan Document or any other Instrument relating to the Facility Lesseeany thereof;
(iiie) any takingincrease, reduction, limitation, impairment or termination of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, irregularity, compromise, unenforceability, or lack of genuineness of, or any other event or occurrence affecting, any of the Obligations (and the Borrower hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination);
(f) any sale, exchange, release release, surrender or non-perfection of any of the Collateral or any other collateral, or any taking, release or amendment or waiver of, or any consent to or any departure from from, any guaranty, for guaranty held by the Secured Parties securing or guaranteeing all or any of the Obligations;
(ivg) any manner of application of defense, set-off or counterclaim which may at any time be available to or be asserted by the Collateral, or proceeds thereof, to all or any of Borrower against the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility LesseeSecured Parties; or
(vih) any other circumstances which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentBorrower.
Appears in 2 contracts
Samples: Credit Agreement (Delta Beverage Group Inc), Security Agreement (Delta Beverage Group Inc)
Security Interest Absolute. (a) The obligations of the Pledgor Debtors under this Agreement are joint and several, and independent of the Obligations or any other obligations of any or all of the Debtors or any other guarantors of any or all of the Obligations to the Lender under or in respect of any of the Loan Documents, and a separate action or actions may be brought and prosecuted against any one or more of the Pledgor Debtors to enforce this Agreement, irrespective of whether any action is brought against another pledgor any of the other Debtors (or any other guarantor of any or all of the Obligations or whether another pledgor Obligations) or any of the other Debtors (or any other guarantor of any or all of the Obligations Obligations) is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest Lender hereunder, the Security Interest and all obligations of the Pledgor hereunder, Debtors hereunder shall be absolute and unconditional, to the extent permitted by Requirements unconditional irrespective of Law, irrespective of:
(ia) any lack of validity or enforceability of the 2005 Note, either of the Existing Loan Agreements, any Operative Document of the Guaranties, any of the other Loan Documents, any other agreement with respect to any of the Obligations or any other agreement or instrument relating thereto;
to any of the foregoing, (iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Documentthe 2005 Note, including, without limitationeither of the Existing Loan Agreements, any increase in of the Obligations resulting from Guaranties, any of the extension of additional credit to the Facility Lessee;
other Loan Documents or any other agreement or instrument, (iiic) any taking, exchange, release or non-perfection of any Lien on other collateral, or any taking, release or amendment or waiver of, of or consent to under or departure from any guarantyguarantee, for all securing or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to guaranteeing all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vid) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack Debtors in respect of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any this Agreement (other remedy against MEW, or than the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor indefeasible payment in full in cash of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentObligations).
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Lender and the pledgesecurity interests, hypothecation collateral assignments and security interest pledges granted, assigned and pledged to Lender hereunder, and all obligations of the Pledgor each Borrower hereunder, shall be are absolute and unconditional, to irrespective of the extent permitted by Requirements occurrence of Law, irrespective ofany one or more of the following:
(i) any a. Any lack of validity or enforceability of any Operative Document the Credit Agreement; or
b. The failure of Lender or any holder of any Note:
i. To assert any claim or demand or to enforce any right or remedy under the provisions of the Credit Agreement or otherwise, or
ii. To exercise any right or remedy against any other agreement Borrower of, or instrument relating thereto;any collateral securing, any obligations of any Borrower owing to Lender; or
(ii) any c. Any change in the time, manner or place of payment of of, or in any other term of, all any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation; or
e. Any reduction, limitation, impairment or termination of the Obligationsany Secured Obligation for any reason, including any waiver, release, surrender, alteration or compromise; or
f. Any amendment to, rescission, waiver, or any other amendment or waiver of modification of, or any consent to any departure from any Operative Documentfrom, including, without limitation, any increase in the Obligations resulting from terms of the extension of additional credit to the Facility Lessee;Credit Agreement; or
(iii) any takingg. Any addition, exchange, release release, surrender or non-perfection nonperfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility LesseeSecured Obligation; or
(vi) any h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee any Borrower or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kindits obligations hereunder, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or any and all suretyship defenses. Each Borrower hereby waives any right to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upondefense or setoff, plead counterclaim, recoupment or in termination whatsoever by reason of any manner whatever claim or take the benefit or advantage invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement event or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lesseeaffecting, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentSecured Obligation.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Collateral -------------------------- Agent and the pledge, hypothecation and security interest Liens granted to the Collateral Agent hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Indenture or any other agreement or instrument relating thereto;
(b) the failure of the Collateral Agent, for its own benefit or the benefit of the Holders of the Notes:
(i) to assert any claim or demand or to enforce any right or remedy against Pledgor, any Guarantor (as such term is defined in the Indenture) or any other Person under the provisions of the Indenture, the Notes or the Guarantees or otherwise, or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations of Pledgor or any Guarantor.
(c) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations or any other extension, compromise or renewal of any Obligation of Pledgor or any Guarantor,
(d) any reduction, limitation, impairment or termination of any Obligation of Pledgor or any Guarantor for any reason (other than the satisfaction of and repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any Obligation of Pledgor, any Guarantor or otherwise,
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to Indenture, the Facility Lessee;Notes or the other Guarantees,
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage ofGuarantor, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Pledge and Security Agreement (Unwired Telecom Corp)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and Collateral Agent hereunder, the pledge, hypothecation and grant of a security interest hereunder, in the Collateral and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements unconditional irrespective of Law, irrespective of:
(ia) any lack of validity or enforceability of the Purchase Agreement, any Operative Document other Transaction Documents, the Intercreditor Agreement, any agreement with respect to any of the Obligations or any other agreement or instrument relating thereto;
to any of the foregoing, (iib) any change in the time, manner or place of the payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitationthe Purchase Agreement, any increase in other Transaction Documents, the Obligations resulting from Intercreditor Agreement, or any other agreement or instrument relating to any of the extension of additional credit to the Facility Lessee;
foregoing, (iiic) any taking, exchange, release or non-perfection nonperfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to or departure from any guaranty, for all or any of the Obligations;
(iv) , including, without limitation, the release of any manner of application one or more Pledgors or other Persons from this Agreement or any other agreement securing the payment and performance of the Collateral, Obligations or proceeds thereof, to all or any other indebtedness of the Obligations, Pledgors or any manner of sale or other disposition of any other collateral for all Person to the Purchasers or any of the Obligations;
Agent or (v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vid) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack Pledgors in respect of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any in respect of this Agreement (other remedy against MEW, or than the Facility Lessee, any security or any guarantor, even if indefeasible payment in full of all the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentObligations).
Appears in 1 contract
Samples: Subordinated Note and Warrant Purchase Agreement (Crown Crafts Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Lender and the pledge, hypothecation and security interest interests granted to the Lender hereunder, and all obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of the Credit Agreement, any Operative Document Note, the Guarantee or any other agreement or instrument relating theretoLoan Document;
(iib) the failure of the Lender to assert any claim or demand or to enforce any right or remedy against the Borrower, the Guarantor or any other Person under the provisions of the Credit Agreement, any Note or any other Loan Document or otherwise;
(c) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Guaranteed Obligations or any other extension, compromise or renewal of any Guaranteed Obligations;
(d) any reduction, limitation, impairment or termination of any Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Grantor hereby 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 Guaranteed Obligations or otherwise;
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to the Facility LesseeCredit Agreement, any Note or any other Loan Document;
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Guaranteed Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, Borrower or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentGuarantor.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Chase and the pledge, hypothecation and security interest Liens granted to Chase hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document Loan Document,
(b) the failure of Chase:
(i) to assert any claim or demand or to enforce any right or remedy against any Pledgor or any other agreement Person under the provisions of the Loan Documents or instrument relating thereto;otherwise, or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations of any Pledgor,
(c) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations or any other extension, compromise or renewal of any Obligation of any Pledgor,
(d) any reduction, limitation, impairment or termination of any Obligation of any Pledgor for any reason (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any Obligation of any Pledgor,
(e) any amendment to, rescission, waiver or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to the Facility Lessee;Loan Documents,
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver or release of, addition to, consent to, or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonBorrower, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Chase and the pledge, hypothecation and security interest interests granted to Chase hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document Loan Document;
(b) the failure of Chase:
(i) to assert any claim or demand or to enforce any right or remedy against the Grantors or any other agreement Person under the provisions of any Loan Document or instrument relating theretootherwise or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations;
(iic) any change in the time, manner or place of payment of of, or in any other term of, all or any 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 (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from the extension terms of additional credit to the Facility Lesseeany Loan Document;
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral) or any amendment to, waiver or release of, addition to, consent to, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, guaranty for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonBorrower, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The Grantor guarantees that the Secured Obligations will be paid strictly in accordance with their terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Party with respect thereto. The obligations of the Pledgor Grantor under this Agreement are independent of the Secured Obligations or any other Obligations of any Borrower under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Pledgor Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor any Borrower or whether the Grantor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations Borrower is joined in any such action or actions. All rights of the Owner Lessor Secured Party and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor Grantor hereunder, shall be irrevocable, absolute and unconditionalunconditional irrespective of, and the Grantor hereby irrevocably waives (to the maximum extent permitted by Requirements applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of Law, irrespective ofthe following:
(ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other Obligations of any Borrower under or in respect of the Loan Documents or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lesseeany Borrower or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralany Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the ObligationsSecured Obligations or any other Obligations of any Borrower under or in respect of the Loan Documents;
(ve) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Facility LesseeSecured Party to disclose any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any Borrower now or hereafter known to the Secured Party (the Grantor waiving any duty on the part of the Secured Party to disclose such information);
(g) the failure of any other Person to execute this Agreement or any other Collateral Document, guaranty or agreement or the release or reduction of liability of the Borrowers or other grantor or surety with respect to the Secured Obligations; or
(vih) any other circumstances which circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Secured Party that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Grantor or a third party grantor of a security interest. The Pledgor hereby waivesThis Agreement shall continue to be effective or be reinstated, to as the maximum extent permitted by law (i) all rights under case may be, if at any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on time any loss whether as a result payment of any such sale of the Secured Obligations is rescinded or must otherwise be returned by the Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Agent and -------------------------- the pledgeLenders hereunder, hypothecation and the grant of a security interest hereunder, in the Collateral and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity Any claim as to the validity, regularity or enforceability of this Agreement or any Operative Document other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating theretoto any of the foregoing;
(iib) any Any change in the time, manner or place of payment of of, or in any other term of, all of or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitationthis Agreement, any increase in other Loan Document or any other agreement or instrument relating to any of the Obligations resulting from the extension of additional credit to the Facility Lesseeforegoing;
(iiic) Any change in the corporate existence, structure or ownership of any takingissuer of Pledged Securities, or any liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting any such issuer or its assets;
(d) Any change in the Laws of any jurisdiction;
(e) The occurrence of any Default or Event of Default;
(f) Any exchange, release or non-perfection of the Lenders' security interest in any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to or departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any Any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor such Pledgor in respect of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any in respect of this Agreement (other remedy against MEW, or than the Facility Lessee, any security or any guarantor, even if the effect indefeasible payment in full of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentall Obligations).
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor Pledgors under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor Pledgors to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Pledgees and security interest interests hereunder, and all obligations of the Pledgor Pledgors hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of any of the Operative Document Agreements or any other agreement or instrument relating thereto;; or
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any of the Operative Document, Agreements including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;Corporation under the Amended and Restated L/C Agreement or otherwise; or
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guarantyguaranty (including, without limitation, the Amended and Restated Guaranty), for all or any of the Obligations;; or
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;Obligations or any other assets of the Corporation or any of its subsidiaries; or
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeCorporation or any of its subsidiaries; or
(vif) any assignment for the benefit of creditors or filing by the Corporation or any of the Pledgors of a voluntary petition under the U.S. Bankruptcy Code, as amended, or any other federal or state insolvency law; or
(g) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentPledgors.
Appears in 1 contract
Samples: Amendment and Termination Agreement (Sirco International Corp)
Security Interest Absolute. (a) The With respect to Xxxxxx, the Pledgee is hereby authorized, without notice to or demand upon Xxxxxx, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of the Pledgor under this Agreement are independent of the Obligations Xxxxxx hereunder (which shall remain absolute and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in unconditional notwithstanding any such action or actions. All rights of the Owner Lessor and the pledgeomission to act), hypothecation and security interest hereunderfrom time to time, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective ofto:
(i) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations or any lack portion thereof, or otherwise modify, amend or change the terms, or waive or otherwise consent to noncompliance with any provision, of validity or enforceability of any Operative Document the Note Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Transaction Document, including, without limitation, increase the rate of interest thereon;
(ii) receive, take and hold security or collateral for the payment or performance of the Obligations, or any increase part thereof, and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such security or collateral;
(iii) settle, release, compromise, collect or otherwise liquidate the Obligations, or any part thereof, in any manner;
(iv) add, release or substitute any one or more guarantors, makers or endorsers of all or any part of the Obligations, and otherwise deal with the Company or any guarantor, maker or endorser as the Pledgee may elect in its sole discretion;
(v) apply any and all payments or recoveries from any Pledgor, from the Company or any guarantor, maker or endorser of all or any part of the Obligations, or any collateral to the Obligations resulting in such order as the Pledgee in its sole discretion may determine, whether any or all of the Obligations are secured or unsecured or guaranteed or not guaranteed by others.
(b) Xxxxxx hereby agrees that its obligations under this Agreement are absolute and unconditional and shall not be discharged or otherwise affected as a result of:
(i) the invalidity or unenforceability of any security for or guaranty of all or any part of the Obligations or of the Note Agreement or any other Transaction Document, or the lack of perfection or failure of priority of any security for all or any part of the Obligations;
(ii) the absence of any attempt to collect the Obligations, or any portion thereof, from the extension of additional credit Company or any other Person or other action to enforce the Facility Lesseesame;
(iii) any takingfailure by the Pledgee to acquire, exchange, release or non-perfection of perfect and maintain any other collateralsecurity interest in, or to preserve any takingrights to, release any security or amendment or waiver of, or consent to departure from any guaranty, collateral for all or any part of the Obligations;
(iv) the avoidance of any manner of application lien or security interest in favor of the Collateral, or proceeds thereof, to all or Pledgee for any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligationsreason;
(v) any change, restructuring borrowing or termination of the structure or existence of the Facility Lessee; or
(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor grant of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held interest by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security Company or any guarantor, even if the effect as debtor-in-possession, or extension of that action is to deprive the Pledgor credit, under Title 11 of the right to collect reimbursement from MEWUnited States Code (the "Bankruptcy Code"); the disallowance, under the Bankruptcy Code, of all or any portion of the Facility Lessee Pledgee's claim(s) for repayment of the Obligations; any sums paid by use of cash collateral under the Pledgor Bankruptcy Code; any agreement or stipulation as to the Collateral Agent.provision of adequate protection in any bankruptcy proceeding;
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Issuing Bank and security interest interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditionalunconditional irrespective, to the extent permitted by Requirements of Lawapplicable law, irrespective of:
(ia) any lack of validity or enforceability of the Reimbursement Agreement, any Operative Document other document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Reimbursement Agreement, or any Operative Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lesseeother document;
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Obligations;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any part of the ObligationsObligation or any other assets of the Pledgor or any Subsidiary of the Pledgor;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseePledgor or any Subsidiary of the Pledgor; or
(vif) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Pledgor or a third party grantor pledgor (except for payment of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent).
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (Tenet Healthcare Corp)
Security Interest Absolute. (a) The obligations Pledgor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation liens and security interest interests hereunder, and all obligations Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(i) any lack of validity or enforceability of any Operative Document or any other agreement or instrument relating thereto;
(iia) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other rescission, waiver, amendment or waiver other modification of the Guaranty, this Agreement or any consent to any departure from any Operative Documentother agreement, including, without limitation, including any increase in the Secured Obligations resulting from the any extension of additional credit to the Facility Lesseeor otherwise;
(iiib) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Secured Obligations;
(ivc) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any part of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Secured Obligations;
(vd) any changedefault, restructuring failure or termination delay, willful or otherwise, in the performance of the structure Secured Obligations;
(e) any defense, set-off or existence counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Facility LesseePledgor against the Secured Party; or
(vif) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Settlement Payment or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Pledgor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Persongrantor, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 1 contract
Samples: Settlement and Stock Pledge Agreement (Zhang Guohua)
Security Interest Absolute. (a) The obligations of the Pledgor each Grantor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor each Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Borrower or whether another pledgor or any guarantor of the Obligations Borrower is joined in any such action or actions. All rights of the Owner Lessor Acting Administrative Agent and the other Secured Parties and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility LesseeBorrower or any of its subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of the Borrower or any of its subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrower or any of its subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, such Grantor (unless the Facility Lessee Grantor is the Borrower) or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Collateral Agent and the pledge, hypothecation and security interest interests granted to the Collateral Agent hereunder, and all obligations of the Pledgor each Assignor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of the Indenture or this Agreement;
(b) the failure of the Collateral Agent or any Operative Document Holder
(i) to assert any claim or demand or to enforce any right or remedy against the Assignors or any other agreement Person under the provisions of the Indenture or instrument relating theretothis Agreement or otherwise or
(ii) to exercise any right or remedy against any guarantor of, or Collateral securing, any Obligations;
(iic) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations or any other extension, compromise or renewal of any Obligations;
(d) any redaction, limitation, impairment or termination of any Obligations for any reason (other than the repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Assignor hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to the Facility LesseeIndenture or this Agreement;
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, guaranty for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonAssignor, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Agent and the pledge, hypothecation and security interest interests granted to the Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of the Pledge Agreement or any other Operative Document,
(b) the failure of any Lender to assert any claim or demand or to enforce any right or remedy against Lessee, the Lessor or any other Person under the provisions of any Operative Document or any other agreement or instrument relating thereto;otherwise, or
(iic) any change in the time, manner or place of payment of of, or in any other term of, all or any of obligations the ObligationsLessor Obligations or any other extension, compromise or renewal of any Lessor Obligation,
(d) any reduction, limitation, impairment or termination of any Lessor Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Pledgor hereby 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, the Lessor or otherwise,
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to departure from, any departure from of the terms of the any Operative Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;,
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Lessor Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, the Lessor or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Pledge Agreement (Symantec Corp)
Security Interest Absolute. (a) The obligations To the extent permitted by law, Borrower hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective Collateral received or delivered and all other demands and notices of whether any action is brought against another pledgor or any guarantor of description. To the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All extent permitted by law, all rights of the Owner Lessor Lender and the pledge, hypothecation liens and security interest interests hereunder, and all obligations Indebtedness of the Pledgor Borrower hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any illegality or lack of validity or enforceability of any Operative Document Indebtedness or any other related agreement or instrument relating theretoinstrument;
(iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the ObligationsIndebtedness, or any other amendment or waiver other modification of this Agreement or any consent to any departure from any Operative Documentother agreement, including, without limitation, including any increase in the Obligations Indebtedness resulting from the any extension of additional credit to the Facility Lesseeor otherwise;
(iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the ObligationsIndebtedness;
(ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any part of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsIndebtedness;
(ve) any changedefault, restructuring failure or termination delay, willful or otherwise, in the payment of the structure Indebtedness;
(f) any defense, set-off or existence counterclaim (other than a defense of the Facility Lesseepayment or performance) that may at any time be available to, or be asserted by, Borrower against Lender; or
(vig) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by Lender that might vary the risk of Borrower or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, Borrower or any other Person, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 1 contract
Samples: Loan Agreement
Security Interest Absolute. (a) The obligations of the each Pledgor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the any such Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations such Pledgor or whether another pledgor or any guarantor of the Obligations such Pledgor is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the any such Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document Loan Document, any Bank Hedge Agreement or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative DocumentLoan Document or any Bank Hedge Agreement, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility LesseePledgor or any of its subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of any Pledgor or any of its subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility Lesseeany Pledgor or any of its subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Pledgor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Medcath Corp)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Secured Party and security interest interests hereunder, and all obligations of the Pledgor Borrower hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(i1) any lack of validity or enforceability of the Note, any Operative Document other loan document, or any other agreement or instrument relating thereto;
(ii2) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Agreement, the Note or any Operative Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lesseeother loan document;
(iii3) any takingtaking and holding of Collateral or additional guarantees for all or any of the Secured Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any Collateral or such guarantees, or non-perfection of any other collateralCollateral, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv4) any manner of application of the Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any the manner of sale or other disposition of any other collateral for all or any of the ObligationsCollateral;
(v5) any consent by the Secured Party or any other person to the change, restructuring restructure or termination of the corporate structure or existence of the Facility LesseeBorrower and any corresponding restructure of the Secured Obligations, or any other restructure or refinancing of the Secured Obligations or any portion thereof;
(6) any modification, compounding, compromise, settlement, release by the Secured Party or any other person (or by operation of law or otherwise), collection or other liquidation of the Secured Obligations or the liability of the Borrower or any guarantor, or of the Collateral, in whole or in part, and any refusal of payment by any Secured Party or any other Person, in whole or in part, from any obligor or guarantor in connection with any of the Secured Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the Borrower; or
(vi7) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor Borrower. Without limiting the generality of a security interest. The Pledgor the foregoing, the Borrower hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgageconsents to, and hereby agrees, that the rights of the Secured Party hereunder, and the liability of the Borrower hereunder, shall not be affected by any and all defenses based on any loss whether as a result releases of any such sale Collateral from the liens created by any loan document, whether for purposes of sales or other dispositions of assets or for any other purpose. This 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 the Secured Party or any other person upon the insolvency, bankruptcy or reorganization of the Borrower, or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 1 contract
Samples: Security Agreement (Ampex Corp /De/)
Security Interest Absolute. (a) The obligations of Until the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this AgreementRelease Date, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All all rights of the Owner Lessor Collateral Agent and the pledge, hypothecation other Secured Parties and the security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements unconditional irrespective of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative of the Note Documents, any Transaction Document or any other agreement or instrument relating thereto;
; (b) the exercise by any Secured Party of any remedy, power or privilege contained in any Note Document or available at law, equity or otherwise; (c) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against Issuer, any Affiliate of Issuer or any other Person under the provisions of any of the Note Documents, any Transaction Document or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Liabilities; (d) any change in the time, manner or place of payment of of, or in any other term of, all or any of the ObligationsSecured Liabilities (including any increase in the amount thereof), or any other amendment or waiver of or any consent to any departure from any Operative of the Note Documents or any other Transaction Document, includingexcept for any amendment, without waiver, consent to departure effected in accordance with the applicable Note Documents and Transaction Documents; (e) any action by Collateral Agent to take and hold security or Collateral for the payment of the Secured Liabilities, or to sell, exchange, release, dispose of, or otherwise deal with, any property pledged or in which Collateral Agent has been granted a Lien, to secure any indebtedness to Collateral Agent of Pledgor, Issuer, any of its Affiliates or any other Person party to a Note Document; (f) any reduction, limitation, impairment or termination of any increase in of the Obligations resulting from Secured Liabilities for any reason other than the extension written agreement of additional credit the Secured Parties to reduce, limit or terminate such Secured Liabilities and Pledgor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the Facility Lessee;
invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence (iiiother than the occurrence of the Release Date) affecting, any Note Obligation of Issuer, any Affiliate of Issuer or otherwise; (g) any takingany exchange, exchangesurrender, release or non-perfection of any other collateralCollateral, or any takingrelease, release or amendment or waiver of, or addition of or consent to departure from any guaranty, for all other security interest held by any Secured Party or any holder of any Note securing any of the Obligations;
Secured Liabilities; (ivh) any manner bankruptcy or insolvency of application of the CollateralIssuer, or proceeds thereof, to all Pledgor or any of the Obligations, other Person; or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vii) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor (other than the Facility Lessee or a third party grantor defense of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentpayment).
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Secured Obligations or any other Obligations of any other Loan Party under or in respect of the Credit Documents, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor the Pledgor or any guarantor of the Obligations other Loan Party or whether another pledgor the Pledgor or any guarantor of the Obligations other Loan Party is joined in any such action or actions. All rights of the Owner Lessor Collateral Agent and the other Secured Parties and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor hereunder, shall be irrevocable, absolute and unconditionalunconditional irrespective of, and the Pledgor hereby irrevocably waives (to the maximum extent permitted by Requirements applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of Law, irrespective of:
the following: (ia) any lack of validity or enforceability of any Operative Credit Document or any other agreement or instrument relating thereto;
; (iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other Obligations of any other Loan Party under or in respect of any of the Credit Documents or any other amendment or waiver of or any consent to any departure from any Operative Credit Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lessee;
any Loan Party or any of its Subsidiaries or otherwise; (iiic) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
; (ivd) any manner of application of the Collateralany Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Obligations;
Secured Obligations or any other Obligations of any other Loan Party under or in respect of the Financing Documents, the Additional Credit Documents or any other assets of any Loan Party or any of its Subsidiaries; (ve) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the Facility Lesseebusiness, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Loan Party now or hereafter known to such Secured Party (the Pledgor waiving any duty on the part of the Secured Parties to disclose such information); or
(vig) the failure of any other Person to execute this Agreement or any other Security Document, guaranty or agreement or the release or reduction of liability of the Pledgor or other grantor or surety with respect to the Secured Obligations; or (h) any other circumstances which circumstance (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 discharge of, the Facility Lessee Pledgor or any other Pledgor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.07771-0276/LEGAL16959772.4 5/4/10 A-10
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor Pledgors under this Agreement are independent of the Obligations Loan Indebtedness of the other Obligors, and a separate action or actions may be brought and prosecuted against the any Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations other Obligor or whether another pledgor or any guarantor of the Obligations other Obligor is joined in any such action or actions. All rights of the Owner Lessor Agent and the pledge, hypothecation and security interest interests hereunder, and all obligations of the Pledgor Pledgors hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of any Operative Credit Document or any other agreement or instrument relating thereto;
(ii) , any change in the time, manner or place of payment of of, or in any other term of, all or any of the ObligationsLoan Indebtedness, or any other amendment or waiver of or any consent to any departure from the Credit Agreement or any Operative other Credit Document, including, without limitation, any increase in the Obligations Loan Indebtedness resulting from the extension of additional credit to the Facility LesseeCompany or otherwise;
(iiib) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the ObligationsLoan Indebtedness;
(ivc) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the ObligationsLoan Indebtedness, or any manner of sale or other disposition of any other collateral for all or any part of the ObligationsLoan Indebtedness or any other assets of any Obligor;
(vd) any change, restructuring or termination of the corporate or organizational structure or existence of the Facility Lesseeany Obligor; or
(vie) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Obligor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentpledgor.
Appears in 1 contract
Samples: Pledge Agreement (Aemetis, Inc)
Security Interest Absolute. (a) The obligations of the Pledgor each Grantor under this Agreement are independent of the Obligations under any of the other Credit Documents, and a separate action or actions may be brought and prosecuted against the Pledgor each Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor any other Obligor or whether any Grantor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations other Obligor is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest Bank hereunder, and all obligations Obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Credit Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, or any release of all or any of the Obligations, Obligations or any other amendment or waiver of or any consent to any departure from any Operative Credit Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lesseeany Grantor, or otherwise;
(iiic) any taking, exchange, subordination, substitution, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Obligations;
(ivd) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral Collateral for all or any of the ObligationsObligations or any other assets of any Grantor;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility Lesseeany Grantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Grantor or its assets or any resulting release or discharge of any Obligation of any other Obligor under any Credit Document; or
(vif) any other circumstances which circumstance (including, but not limited to, any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor Obligations of a security interestany other Obligor. The Pledgor Without limiting the generality of the foregoing, each Grantor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgageconsents to, and hereby agrees, that the rights of the Bank hereunder, and the liability of each Grantor hereunder, shall not be affected by any and all defenses based on releases for any loss whether as a result purpose of any such sale Collateral from the liens and security interests created by any other security agreement securing the Obligations. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Bank upon the insolvency, bankruptcy, reorganization or similar proceeding of any Grantor or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 1 contract
Samples: Equipment Facility and Revolving Credit Agreement (Total Tel Usa Communications Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor PHP and the pledge, hypothecation and security interest interests granted to PHP hereunder, and all obligations of the any Pledgor hereunder, shall be are absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any Any lack of validity or enforceability of any Operative Document the Stock Purchase Note; or
(b) The failure of PHP or any other agreement holder of the Stock Purchase Note:
(i) To assert any claim or instrument relating thereto;demand or to enforce any right or remedy under the provisions of the Stock Purchase Note or otherwise, or
(ii) To exercise any right or remedy against any other obligor of, or collateral security, any obligations of Shamrock owing to PHP; or
(c) Any change in the time, manner or place of payment of of, or in any other term of, all or any of the ObligationsSecured Obligations or any other extension, compromise or renewal of any Secured Obligation; or
(d) Any reduction, limitation, impairment or termination of any Secured Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise (and each Pledgor hereby waives any right to or claim of any defense or set off, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation); or
(e) Any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Documentfrom, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;Stock Purchase Note; or
(iiif) any takingAny addition, exchange, release release, surrender or non-perfection nonperfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Pledge and Security Agreement (PHP Healthcare Corp)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Agent and the pledge, hypothecation lien and security interest granted to it hereunder, and all obligations of the Pledgor Grantors hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of the Loan Agreement or any Operative Document of the other Loan Documents or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Agreement or any Operative Document, including, without limitation, any increase in of the Obligations resulting from the extension of additional credit to the Facility Lesseeother Loan Documents;
(iiic) any taking, exchange, release taking and holding of collateral or non-perfection of any other collateral, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, guarantees for all or any of the Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guarantees, or any non-perfection of any collateral, or any consent to departure from any such guaranty;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any the manner of sale or other disposition of any collateral or the collection of proceeds thereof;
(e) any consent by the Agent to the restructure or refinancing of the Obligations or any portion thereof;
(f) any other collateral for all modification, compromise, settlement or release by the Agent, by operation of law or otherwise, of the Obligations or the liability of any obligor or guarantor, or of any collateral, in whole or in part, and any refusal by the Agent to accept any payment, in whole or in part, from any obligor or guarantor in connection with any of the Obligations;
(v) , in each case whether or not with notice to, further assent by, or any changereservation of rights against, restructuring or termination of the structure or existence of the Facility LesseeGrantors; or
(vig) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a any third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) 1.2.1 The Charged Assets are a principal security for the Secured Liabilities and, without prejudice to the foregoing, no right of Artivion, the Security Interest created hereunder, or the liabilities or obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunderthird party, shall be absolute and unconditional, to the extent permitted impaired or discharged by Requirements of Law, irrespective of:(without limitation):
(ia) Artivion releasing any lack of validity the Charged Assets or enforceability granting any time or any waiver whatsoever to or making of any Operative Document settlement, composition or arrangement with any third party;
(b) Artivion asserting or pursuing, failing or neglecting to assert or pursue, or delaying in asserting or pursuing, or waiving, any of its rights or remedies against the Borrower, or any third party arising under or by virtue of this Debenture or otherwise;
(c) Artivion making any variation, amendment or supplement to: this Debenture, any agreement between Artivion, and the Borrower, or any other agreement document or instrument relating theretofrom time to time entered into between the Borrower or any third party and Artivion;
(iid) any change in the time, manner or manner, place of payment of or in any other term of, all or any condition of the ObligationsSecured Liabilities, or any other amendment or waiver of or under any consent to any departure from any Operative Document, including, without limitation, any increase in agreement between Artivion and the Obligations resulting from the extension of additional credit to the Facility LesseeBorrower;
(iiie) any taking, exchange, release or the non-perfection of any other collateral, security interest or any takingrelease, release waiver or amendment or waiver of, or consent to departure from any guaranty, guaranty for all or any part of the ObligationsSecured Liabilities;
(ivf) Artivion taking, accepting, varying, dealing with, enforcing, abstaining from enforcing, surrendering, exchanging or releasing any manner of application security interest in relation to the Pledgor or any third party, or claiming, proving for, accepting or transferring any payment in respect of the Collateral, Secured Liabilities or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition liabilities of any other collateral for all third party in any composition by, or winding up of, any of the Obligationssuch party and/or any third party, or abstaining from so claiming, proving, accepting or transferring;
(vg) any changeto the fullest extent permitted by applicable law, restructuring or termination of the structure or existence of the Facility Lessee; or
(vi) any other circumstances which might circumstance that could otherwise constitute a defense available toto or discharge of the Pledgor or any third party, other than the payment and performance in full of the Secured Liabilities (which, solely with respect to the Original Loan and Interest on the Original Loan, may include upon the Cancellation thereof), except as explicitly waived, released, amended or a discharge ofsurrendered by Artivion in writing, in any of the above-mentioned events.
1.2.2 Notwithstanding anything to the contrary contained in this Debenture, the Facility Lessee Pledgor will remain liable to observe and perform all the conditions and obligations relating to or a third party grantor of a security interest. The Pledgor hereby waives, constituting the Secured Liabilities or the Charged Assets and neither Artivion nor any Receiver will be under any obligation or liability with respect to the maximum extent permitted Secured Liabilities or the Charged Assets by law (i) all rights under reason of or arising out of this Debenture. Neither Artivion nor any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate Receiver will be required in any security held by manner to perform or fulfill any of the Owner Lessor until obligations of the Obligations have been paid and performed Pledgor in full; (iv) all rights to require respect of the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency Secured Liabilities or accelerationthe Charged Assets, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lesseepayment, or to make any enquiry as to the unenforceability in whole nature or in part sufficiency of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights payment received by it, or to insist upon, plead present or in file any manner whatever claim or take any action or to collect any amount or enforce any right or remedy hereunder.
1.2.3 The exercise by Artivion of any of the benefit rights or advantage of, remedies hereunder shall not release the Borrower from any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its liabilities or obligations underunder any agreement between Artivion and the Borrower, or unless the enforcement by Secured Liabilities have been satisfied in full (which, solely with respect to the Owner Lessor of, this Agreement; (x) any requirement Original Loan and Interest on the Original Loan, may include upon the Cancellation thereof); for the avoidance of doubt, the application of the Charged Assets to satisfy part of the Owner Lessor Secured Liabilities shall not release the Borrower from its obligations to mitigate pay and perform the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor remaining Secured Liabilities in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentfull.
Appears in 1 contract
Samples: Loan Agreement (Artivion, Inc.)
Security Interest Absolute. (a) The obligations of the Pledgor each Grantor under this Agreement are independent of the Secured Obligations or any other obligations of any other Obligor under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Pledgor each Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor such Grantor or any guarantor of the Obligations other Obligor or whether another pledgor such Grantor or any guarantor of the Obligations other Obligor is joined in any such action or actions. All rights of the Owner Lessor Collateral Agent and the other Secured Parties and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be irrevocable, absolute and unconditionalunconditional irrespective of, and each Grantor hereby irrevocably waives (to the maximum extent permitted by Requirements applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of Law, irrespective ofthe following:
(ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other obligations of any other Obligor under or in respect of the Loan Documents or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lesseeany Obligor or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralany Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the ObligationsSecured Obligations or any other obligations of any other Obligor under or in respect of the Loan Documents or any other assets of any Obligor or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Obligor or any of its Subsidiaries;
(f) any failure of any Secured Party to disclose to any Obligor any information relating to the Facility Lesseebusiness, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Obligor now or hereafter known to such Secured Party (each Grantor waiving any duty on the part of the Secured Parties to disclose such information);
(g) the failure of any other Person to execute this Agreement or any other Security Document, guaranty or agreement or the release or reduction of liability of any Grantor or other grantor or surety with respect to the Secured Obligations; or
(vih) any other circumstances which circumstance (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 discharge of, the Facility Lessee such Grantor or any other Grantor or a third party grantor of a security interest. The Pledgor hereby waivesThis Agreement shall continue to be effective or be reinstated, to as the maximum extent permitted by law (i) all rights under case may be, if at any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on time any loss whether as a result payment of any such sale of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 1 contract
Samples: Credit Agreement (Pacificare Health Systems Inc /De/)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Lender and security interest interests hereunder, and all obligations of the Pledgor Borrower hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Credit Agreement, the Note or any other agreement or instrument relating theretoLoan Document;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, any increase in of the Obligations resulting from the extension of additional credit to the Facility LesseeLoan Documents;
(iiic) any taking, exchange, release or non-perfection taking and holding of any other collateral, collateral or any taking, release or amendment or waiver of, or consent to departure from any guaranty, guaranty for all or any of the Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guaranty, or any non-perfection of any collateral, or any consent to departure from any such guaranty;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any the manner of sale of any collateral;
(e) any consent by Lender to the restructure of the Obligations, or any other restructure or refinancing of the Obligations or any portion thereof;
(f) any modification, compromise, settlement or release by Lender, by operation of law or otherwise, collection or other disposition liquidation of the Obligations or the liability of any other collateral for all guarantor, or of any collateral, in whole or in part, and any refusal of payment by the Lender, in whole or in part, from any obligor or guarantor in connection with any of the Obligations;
(v) , whether or not with notice to, or further assent by, or any changereservation of rights against, restructuring or termination of the structure or existence of the Facility Lesseeany Borrower; or
(vig) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a any third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage pledgor or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation other Lender Parties and security interest the Liens and Security Interests hereunder, and all obligations of the Pledgor Guaranteed Obligations of the Grantors hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of, and unaffected by:
(i) the genuineness, legality, validity, regularity, enforceability or any lack of validity future amendment or enforceability of modification of, or change in, or supplement to, the Credit Agreement, any Operative Document other Loan Document, any Specified Derivatives Contract or any other agreement agreement, document or instrument relating theretoto which the Borrower, any Subsidiary Guarantor or any of their respective Subsidiaries or Affiliates is or may become a party (including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise);
(ii) any change in the time, manner extension or place of payment of or in any other term of, all or any waiver of the Obligations, time for performance by any Grantor or any other amendment Person of, or compliance with, any term, covenant or agreement on its part to be performed or observed under a Loan Document or a Specified Derivatives Contract, or waiver of such performance or any compliance or consent to any a failure of, or departure from any Operative Documentfrom, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lesseesuch performance or compliance;
(iii) any takingthe taking and holding of security or collateral for the payment of the Guaranteed Obligations or the sale, exchange, release or non-perfection of any other collateralrelease, or any taking, release or amendment or waiver disposal of, or consent other dealing with, any property pledged, mortgaged or conveyed, or in which the Administrative Agent or the other Lender Parties have been granted a Lien, to departure from secure any guaranty, for all Indebtedness of any Grantor or any of other guarantor to the ObligationsAdministrative Agent or the other Lender Parties;
(iv) the release of anyone who may be liable in any manner for the payment of application of any amounts owed by any Grantor to the Collateral, or proceeds thereof, to all Administrative Agent or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsLender Party;
(v) any change, restructuring action under or termination in respect of the structure Credit Agreement, any other Loan Document or existence any Specified Derivatives Contract in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges (including any manner of sale, disposition or any application of any sums by whomever paid or however realized to any Guaranteed Obligations owing by any Grantor to the Facility Lessee; orAdministrative Agent or any other Lender Party in such manner as the Administrative Agent or any other Lender Party shall determine in its reasonable discretion);
(vi) the absence of any action to enforce this Agreement, any other Loan Document or Specified Derivatives Contract or the waiver or consent by the Administrative Agent or any other Lender Party with respect to any of the provisions of this Agreement, the Credit Agreement, any other Loan Document or Specified Derivatives Contract;
(vii) the existence, value or condition of, or failure to perfect its Lien against, any Collateral or any other security for or guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any other Lender Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); and
(viii) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense available toof a surety or guarantor.
(b) Each Grantor represents, warrants and agrees that the Guaranteed Obligations and its obligations under this Agreement and the other Loan Documents to which it is a party are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment) against the Administrative Agent, the other Lender Parties or any other Grantor whether now existing or which may arise in the future.
(c) Each Grantor hereby agrees and acknowledges that the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or a discharge ofrenewed, the Facility Lessee extended, amended or a third party grantor of a security interest. The Pledgor hereby waiveswaived, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgagereliance upon this Agreement, and all defenses based dealings among any of the Grantors, on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lesseeone hand, and all rights the Administrative Agent and the other Lender Parties, on the other hand, likewise shall be conclusively presumed to participate in any security held by the Owner Lessor until the Obligations have been paid and performed had or consummated in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, reliance upon this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Collateral Agreement
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Trustee and security interest interests hereunder, and all obligations of the Pledgor each Equityholder hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of, and each Equityholder hereby irrevocably waives vis-à-vis the Trustee any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following:
(ia) any lack of validity or enforceability of any Operative Document of the Deal Documents or any other agreement or instrument relating theretothereto (other than against the Trustee);
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Deal Documents or any Operative Documentother agreement or instrument relating thereto, including, without limitation, including any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lesseecredit;
(iiic) any taking, exchange, surrender, release or non-perfection of any Issuer Pledged Collateral or any other collateralcollateral securing the Secured Obligations, or any taking, release or amendment or waiver of, of or consent to any departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralany other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for securing all or any of the ObligationsSecured Obligations or any other obligations of the Issuer under or in respect of the Deal Documents or of any other assets of the Issuer;
(ve) any change, restructuring or termination of the limited liability company structure or existence of the Facility LesseeIssuer;
(f) the release or reduction of liability of any guarantor or surety with respect to the Secured Obligations; or
(vig) any other circumstances which circumstance (including any statute of limitations) or any existence of or reliance on any representation to the Trustee that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result obligations of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentEquityholder.
Appears in 1 contract
Samples: Pledge and Security Agreement (PDL Biopharma, Inc.)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Agent and the pledge, hypothecation Lien and security interest granted to it hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Loan Agreement or any of the other agreement or instrument relating theretoLoan Documents;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Agreement or any Operative Document, including, without limitation, any increase in of the Obligations resulting from the extension of additional credit to the Facility Lesseeother Loan Documents;
(iiic) any taking, exchange, release taking and holding of collateral or non-perfection of any other collateral, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, guarantees for all or any of the Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guarantees, or any non-perfection of any collateral, or any consent to departure from any such guaranty;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any the manner of sale or other disposition of any collateral or the collection of proceeds thereof;
(e) any consent by Agent to the restructure or refinancing of the Obligations or any portion thereof;
(f) any other collateral for all modification, compromise, settlement or release by Agent, by operation of law or otherwise, of the Obligations or the liability of any obligor or guarantor, or of any collateral, in whole or in part, and any refusal by Agent to accept any payment, in whole or in part, from any obligor or guarantor in connection with any of the Obligations;
(v) , in each case whether or not with notice to, further assent by, or any changereservation of rights against, restructuring or termination of the structure or existence of the Facility LesseePledgor; or
(vig) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a any third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage pledgor or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Collateral Agent and security interest interests hereunder, and all obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(i) any lack of validity or enforceability of any Operative Transaction Document or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, any increase in of the Obligations resulting from the extension of additional credit to the Facility LesseeTransaction Documents;
(iii) any takingtaking and holding of Collateral or additional guarantees for all or any of the Secured Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any Collateral or such guarantees, or non-perfection of any other collateralCollateral, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any the manner of sale or other disposition of any other collateral for all or any of the ObligationsCollateral;
(v) any consent by the Collateral Agent or any other person to the change, restructuring restructure or termination of the corporate structure or existence of the Facility Lessee; orGrantor and any corresponding restructure of the Secured Obligations, or any other restructure or refinancing of the Secured Obligations or any portion thereof;
(vi) any modification, compounding, compromise, settlement, release by the Collateral Agent or any other circumstances person (or by operation of law or otherwise), collection or other liquidation of the Secured Obligations or the liability of the Grantor or any guarantor, or of the Collateral, in whole or in part, and any refusal of payment by the Collateral Agent or any other Person, in whole or in part, from any obligor or guarantor in connection with any of the Secured Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, the Grantor; or
(vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor Grantor.
(b) Without limiting the generality of a security interest. The Pledgor the foregoing, the Grantor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgageconsents to, and hereby agrees, that the rights of the Collateral Agent hereunder, and the liability of the Grantor hereunder, shall not be affected by any and all defenses based on any loss whether as a result releases of any such sale Collateral from the liens created by any Transaction Document, whether for purposes of sales or other dispositions of assets or for any other purpose. This Security 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 the Collateral Agent or any other person upon the insolvency, bankruptcy or reorganization of the Grantor, or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 1 contract
Samples: Security Agreement (Environmental Solutions Worldwide Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent Grantor hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may be taken without the consent of, or notice to, the Grantor, nor shall any of the Obligations and a separate following give the Grantor any recourse or right of action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective ofLenders:
(i) any lack of validity or enforceability of, or any release or discharge of any Operative Document the Borrower or any other agreement Loan Party from liability under, the Credit Agreement or instrument relating theretoany other Loan Document;
(ii) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Obligations (as defined in the Credit Agreement) or any other amendment or waiver of of, or any consent to departure from, the Credit Agreement or any departure from any Operative other Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;
(iii) any takingsubordination, compromise, exchange, release release, nonperfection or non-perfection liquidation of any other collateral, or any takingrelease, release or amendment or waiver of, or consent to departure from from, any other guaranty, for any or all or any of the ObligationsObligations (as defined in the Credit Agreement);
(iv) any manner of application express or implied amendment, modification, renewal, supplement, extension or acceleration of the Collateral, or proceeds thereof, to all Obligations (as defined in the Credit Agreement) or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsLoan Documents;
(v) any change, restructuring exercise or termination nonexercise by the Lenders of any right or privilege under this Agreement or any of the structure or existence of the Facility Lessee; orother Loan Documents;
(vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other circumstances which like proceeding relating to the Grantor, the Borrower or any other guarantor of the Obligations (as defined in the Credit Agreement) or any action taken with respect to this Agreement by any trustee, receiver or court in any such proceeding, whether or not the Grantor shall have had notice or knowledge of any of the foregoing;
(vii) any assignment or other transfer, in whole or in part, of this Agreement or any of the other Loan Documents;
(viii) any acceptance of partial performance of the Obligations (as defined in the Credit Agreement);
(ix) any consent to the transfer of, or any bid or purchase at sale of, any collateral for the Obligations; or
(x) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Borrower or a third party grantor of a security interest. The Pledgor hereby waives, to any guarantor (other than payment by the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, Borrower or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency Loan Party of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent).
Appears in 1 contract
Samples: Guarantor Security Agreement (Univision Communications Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Creditor and security interest interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of any Operative Document this Pledge Agreement, the Note or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the ObligationsObligation, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeNote or agreements ancillary thereto;
(iiic) any takingacceptance, exchange, release or non-perfection nonperfection of any other collateral, or any takingrelease, release or amendment or waiver of, of or consent to departure from any guaranty, for all any Obligation;
(d) any delay, extension of time, release, substitution, renewal, compromise or other indulgence granted by the Creditor with respect to any Obligation;
(e) failure by Creditor to resort to any other security or guaranty for any of the Obligations;
(iv) any manner of application of Obligations before resorting to the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vif) any other circumstances event or circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Debtor in respect of its Obligations or the Pledgor in respect of this Pledge Agreement. This Pledge Agreement shall create a third party grantor continuing security interest in the Collateral and shall (i) remain in full force and effect until payment or performance in full of a security interest. The Pledgor hereby waivesthe Obligations, (ii) be binding upon the Pledgor, its successors, heirs and assigns, and (iii) inure, together with the rights and remedies of Creditor hereunder, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery benefit of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, Creditor and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsuccessors.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations Secured Obligations, and, subject to Section 30 and the Intercreditor Agreement, a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another any other pledgor or any guarantor of the Secured Obligations or whether another any other pledgor or any guarantor of the Secured Obligations is joined in any such action or actions. All rights of the Owner Lessor OPNY Administrative Agent and the pledgeassignment, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by applicable Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of this Agreement, the OPNY Credit Agreement, any Operative other Financing Document or any other agreement or instrument relating theretoto any thereof, the absence of any action to enforce the same, any release of Pledgor, any Credit Party or any other Credit Party (as defined in the OPMW Credit Agreement, an "OPMW Credit Party"), the recovery of any judgment against Pledgor, any Credit Party or any other OPMW Credit Party, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Pledgor;
(b) any occurrence or condition whatsoever, including (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations of Pledgor, any Credit Party or any other OPMW Credit Party contained in this Agreement, the Credit Agreement or any other Financing Document, (ii) any change in impairment, modification, release or limitation of the time, manner liability of Pledgor or place of payment of or in any other term ofCredit Party or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by Pledgor, the OPNY Administrative Agent or any other Secured Party of any rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Secured Obligations, including all or any part of the Obligationsrights of Pledgor under this Agreement, (v) the extension of the time for payment by Pledgor or any other amendment or waiver of OPMW Credit Party or any consent to other guarantor of any departure from payments or other sums or any Operative Document, including, without limitationpart thereof owing or payable under any of the terms and provisions of any Financing Document or of the time for performance by Pledgor, any increase in the Obligations resulting from Credit Party or any other OPMW Credit Party of any other obligations under or arising out of any terms or provisions or the extension of additional credit to the Facility Lessee;renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Pledgor, any Credit Party or any other OPMW Credit Party set forth in any Financing Document, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Pledgor, any Credit Party or any other OPMW Credit Party or any of their respective assets, or the disaffirmancy of this Agreement or any Financing Document in any such proceeding, (viii) the release or discharge of Pledgor or any other Credit Party from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of this Agreement or any Financing Document or (x) any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor; or
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guarantyother guarantee, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor each -------------------------- Grantor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor any Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Agent and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(i) any lack of validity or enforceability enforce ability of any Operative Document Loan Document, any Bank Hedge Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Operative DocumentLoan Document or any Bank Hedge Agreement, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lesseeany Grantor or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of any Grantor or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of the Facility Lesseeany Grantor or any of its Subsidiaries; or
(vi) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Grantor or a third third-party grantor of a security interest. The Pledgor hereby waivesThis Agreement shall continue to be effective or be reinstated, to as the maximum extent permitted by law (i) all rights under case may be, if at any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on time any loss whether as a result payment of any such sale of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Commercial Aggregates Transportation & Sales LLC)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor one or any guarantor of the Obligations more Borrowers or whether another pledgor or any guarantor of the Obligations is such Borrower(s) is/are joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Agent and security interest 110 9 interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(i) any lack of validity or enforceability of the Credit Agreement, the Notes, any Operative Document other Facility Documents or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, the Notes or any Operative Document, other Facility Documents including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeBorrowers or any of their respective subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any part of the ObligationsObligations or any other assets of the Borrowers or any of their respective subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrowers or any of their respective subsidiaries; or
(vi) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Borrowers or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentpledgor.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and Lenders and the pledgesecurity interests, hypothecation collateral assignments and security interest pledges granted, assigned and pledged to Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be are absolute and unconditional, to irrespective of the extent permitted by Requirements occurrence of Law, irrespective ofany one or more of the following:
(i) any a. Any lack of validity or enforceability of any Operative Loan Document; or
b. The failure of Administrative Agent or any Lender or any holder of any Note:
1. To assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, or
2. To exercise any right or remedy against any other agreement Obligor of, or instrument relating thereto;any collateral securing, any obligations of any Borrower owing to any Lender; or
(ii) any c. Any change in the time, manner or place of payment of of, or in any other term of, all any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation; or
e. Any reduction, limitation, impairment or termination of the Obligationsany Secured Obligation for any reason, including any waiver, release, surrender, alteration or compromise; or
f. Any amendment to, rescission, waiver, or any other amendment or waiver of modification of, or any consent to departure from, the terms of any departure from any Operative Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;; or
(iii) any takingg. Any addition, exchange, release release, surrender or non-perfection nonperfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility LesseeSecured Obligation; or
(vi) any h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee any Grantor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kindits obligations hereunder, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or any and all suretyship defenses. Each Grantor hereby waives any right to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upondefense or setoff, plead counterclaim, recoupment or in termination whatsoever by reason of any manner whatever claim or take the benefit or advantage invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement event or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lesseeaffecting, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentSecured Obligation.
Appears in 1 contract
Samples: Master Security Agreement, Collateral Assignment and Equity Pledge (Bizness Online Com)
Security Interest Absolute. (a) The obligations Each Debtor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered, or other action taken in reliance on this Agreement, and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation liens and security interest hereunderinterests under this Agreement, and all obligations of the Pledgor hereunderDebtors under this Agreement, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
: (ia) any illegality or lack of validity or enforceability of any Operative Document Obligations or any other agreement or instrument relating thereto;
Transaction Documents; (iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other recission, waiver, amendment or waiver modification of any Transaction Document or any consent to any departure from any Operative Documentprovisions thereof, including, without limitation, including any increase in the Obligations resulting from the future advances or protective advances or any extension of additional credit to the Facility Lessee;
or otherwise; (iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Obligations;
; (ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any of the Obligations; (e) any default, failure or any manner of sale delay, willful or other disposition of any other collateral for all or any otherwise, in the performance of the Obligations;
; (vf) any changedefense, restructuring set-off or termination counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by any Debtor against the structure Secured Party; or existence of the Facility Lessee; or
(vig) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering any loans or other Obligations or any existence of or reliance on any representation by the Secured Party that might vary the risk of any Debtors or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, Debtor or any other Persongrantor, any security which Owner Lessor may holdpledgor, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 1 contract
Samples: Security Agreement (Svse LLC)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Collateral Agent and the pledge, hypothecation and security interest Liens granted to the Collateral Agent hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Indenture or any other agreement or instrument relating thereto;
(b) the failure of the Collateral Agent, for its own benefit or the benefit of the Holders of the Senior Secured Notes:
(i) to assert any claim or demand or to enforce any right or remedy against any Pledgor, any other Guarantor (as such term is defined in the Indenture) or any other Person under the provisions of the Indenture, the Senior Secured Notes and the Security Agreements or otherwise, or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations of any Pledgor or any other Guarantor.
(c) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations or any other extension, compromise or renewal of any Obligation of any Pledgor or any other Guarantor,
(d) any reduction, limitation, impairment or termination of any Obligation of any Pledgor or any other Guarantor for any reason (other than the satisfaction of and repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any Obligation of any Pledgor, any other Guarantor or otherwise,
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to Indenture, the Facility Lessee;Senior Secured Notes or the other Security Agreements,
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waivesany Pledgor, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonGuarantor, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Stock Pledge and Security Agreement (Sterling Chemical Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this AgreementOther than as set forth herein, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All all rights of the Owner Lessor Agent and the pledge, hypothecation and security interest interests granted to the Agent hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Credit Agreement or any other agreement or instrument relating theretoBasic Document;
(b) the failure of the Agent to either (i) assert any claim or demand or to enforce any right or remedy against the Pledgor, any other Obligor or any other Person under the provisions of any Basic Document or otherwise, or (ii) exercise any right or remedy against any guarantor of, or collateral securing, any Obligations;
(c) any change in the time, manner or place of payment of 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 the Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from the extension terms of additional credit to the Facility Lesseeany Basic Document;
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver ofor release of or addition to, or consent to departure from from, any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonObligor, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Agent and the pledge, hypothecation lien and security interest granted to it hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of the Loan Agreement or any Operative Document of the other Loan Documents or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Agreement or any Operative Document, including, without limitation, any increase in of the Obligations resulting from the extension of additional credit to the Facility Lesseeother Loan Documents;
(iiic) any taking, exchange, release taking and holding of collateral or non-perfection of any other collateral, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, guarantees for all or any of the Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guarantees, or any non-perfection of any collateral, or any consent to departure from any such guaranty;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any the manner of sale or other disposition of any collateral or the collection of proceeds thereof;
(e) any consent by the Agent to the restructure or refinancing of the Obligations or any portion thereof;
(f) any other collateral for all modification, compromise, settlement or release by the Agent, by operation of law or otherwise, of the Obligations or the liability of any obligor or guarantor, or of any collateral, in whole or in part, and any refusal by the Agent to accept any payment, in whole or in part, from any obligor or guarantor in connection with any of the Obligations;
(v) , in each case whether or not with notice to, further assent by, or any changereservation of rights against, restructuring or termination of the structure or existence of the Facility LesseePledgor; or
(vig) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a any third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage pledgor or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Borrower or whether another pledgor or any guarantor of the Obligations Borrower is joined in any such action or actions. All rights of each of the Owner Lessor Lenders and the Agents and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any failure from time to time on the part of any Loan Party to be duly organized and existing under the laws of each applicable jurisdiction;
(b) any lack of validity or enforceability of any Operative Loan Document or any other agreement or instrument relating thereto;
(iic) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility LesseePledgor or any of its subsidiaries or otherwise;
(iiid) any taking, exchange, release or non-perfection nonperfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ive) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of the Pledgor or any of its subsidiaries;
(vf) any change, restructuring or termination of the corporate structure or existence of the Facility LesseePledgor or any of its subsidiaries; or
(vig) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Pledgor or a third party grantor Pledgor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor each Grantor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor any or all Grantors to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Borrower or whether another pledgor or any guarantor of the Obligations Borrower is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:such
(ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement agreement, instrument or instrument document relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment amendment, restatement or other modification or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility LesseeBorrower or any Guarantor or any of their Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment amendment, restatement, other modification or waiver of, of or consent to any departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of the Borrower, any Guarantor or any of their Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrower or any Guarantor or any of their Subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Grantor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations This Security Agreement shall be construed as a continuing, absolute and unconditional irrevocable grant of security interest and shall remain in full force and effect until payment in full of all of the Pledgor Secured Obligations. The liability of the Borrowers under this Security Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of the Note Purchase Agreement, or any Operative Loan Document or any other agreement or instrument relating theretoto any thereof;
(iib) to the extent permitted by applicable law, any occurrence or condition whatsoever, including without limitation, (i) any change in the timecompromise, manner settlement, release, waiver, renewal, extension, indulgence or place of payment of or in any other term modification of, all or any change in, any of the Obligations, obligations of the Borrowers contained in the Note Purchase Agreement or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including(ii) the assertion or exercise by any Borrower, without limitationthe Collateral Agent or the Purchasers of any rights or remedies, any increase in the Obligations resulting from (iii) the extension of additional credit the time for payment by the Borrowers of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any Loan Document or of the time for performance by the Borrowers of any other obligations under or arising out of any terms or provisions or the extension of the renewal of any thereof, (iv) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Borrowers set forth in any Loan Document, or (v) the release or discharge of the Borrowers from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law; or
(c) to the Facility Lessee;
(iii) extent permitted by applicable law, any taking, exchange, release or non-perfection of any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from any guarantyother security agreement, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of each of the Pledgor Subsidiary Grantors under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against any of the Pledgor Subsidiary Grantors to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Paxar or whether another pledgor or any guarantor of the Obligations Paxar is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor Subsidiary Grantors hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lessee;Paxar or any of its subsidiaries or otherwise; 105 10
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of Paxar or any of its subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseePaxar or any of its subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Subsidiary Grantor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor the Borrower or any guarantor of the Obligations other Person or whether another pledgor the Borrower or any guarantor of the Obligations such other Person is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:: EXHIBIT E TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT AS SEPARATELY EXECUTED
(i) any lack of validity or enforceability of any Operative Document Loan Document, and Secured Hedge Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Operative DocumentLoan Document or any Secured Hedge Agreement, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility LesseeBorrower or any of its Subsidiaries or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of the Borrower or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of the Facility LesseePledgor or any of its Subsidiaries; or
(vi) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Pledgor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) 13.1. In order to enforce this Agreement, a separate action may be brought against Pledgor regardless of whether any action is brought against Borrower under the Note Purchase Agreement or the Transaction Documents. The obligations of the Pledgor under this Agreement are independent of the Secured Obligations and a separate action or actions may be brought and prosecuted against of the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor Borrower or any guarantor other obligations of the Obligations Borrower under the Note Purchase Agreement or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsother Transaction Documents.
13.2. All rights of the Owner Lessor and the The pledge, hypothecation assignment and grant of security interest by Pledgor hereunder, and all obligations of the Pledgor hereunder, hereunder and all rights of Investor hereunder shall be irrevocable, absolute and unconditionalunconditional irrespective of, and to the maximum extent permitted by Requirements applicable law Pledgor hereby irrevocably waives any defenses relating to, any or all of Law, irrespective ofthe following:
(ia) any lack of enforceability or validity or enforceability of any Operative Document agreement with respect to any of the Secured Obligations, or any other agreement or instrument relating theretoto any of the foregoing;
(iib) any exchange, release or non-perfection of any Lien on any collateral, or any release or amendment or waiver of or consent under or departure from any guaranty securing any or all of the Secured Obligations;
(c) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;
(iii) any taking, exchange, release or non-perfection of Note Purchase Agreement any other collateral, agreement or any taking, release or amendment or waiver of, or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lesseeinstrument relating thereto; or
(vid) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency respect of the Facility Lessee as a defense hereunder Secured Obligations or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral.
13.3. To the extent permitted by applicable law, the Pledgor waives the posting (a) demand, notice, protest, or other action taken in reliance hereon, and all other demands and notices of any bond otherwise required description and (b) any and all other suretyship defenses.
13.4. Notwithstanding the provisions of Article XIII, this Agreement, the pledge, assignment and grant of security interest hereunder, and all obligations of Pledgor hereunder shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment of any of the Owner Lessor in connection with Secured Obligations is rescinded or must otherwise be returned by Investor or by any judicial process or proceeding to obtain possession of, replevy, attach, or levy other person upon the Collateralinsolvency, to enforce any judgment bankruptcy or other security for the Obligationsreorganization of Pledgor or Borrower or otherwise, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentall as though such payment had not been made.
Appears in 1 contract
Samples: Stock Pledge Agreement (Antelope Enterprise Holdings LTD)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Collateral Agent and security interest interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(i) any lack of validity or enforceability of any Operative Document of the Credit Agreements, the Notes, any Interest Rate Agreement, any Currency Agreement, any Foreign Lender Guaranty, the Senior Debentures, the Senior Debenture Indenture, any Commercial Paper Document, the Subordinated Debt Securities, the Subordinated Debt Indenture or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Operative of the Credit Agreements, the Notes, any Interest Rate Agreement, any Currency Agreement, any Foreign Lender Guaranty, the Senior Debentures, the Senior Debenture Indenture, any Commercial Paper Document, including, without limitation, any increase in the Obligations resulting from Subordinated Debt Securities or the extension of additional credit to the Facility LesseeSubordinated Debt Indenture;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to any departure from any guaranty, for all or any of the Secured Obligations;; or
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vi) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a A separate action or actions may be brought and prosecuted against the Pledgor each Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations other Grantor or whether another pledgor or any guarantor of the Obligations other Grantor is joined in any such action or actions. All Except as otherwise provided in the Loan Documents, all rights of the Owner Lessor Administrative Agent and the pledge, hypothecation security interests and security interest hereunderLiens granted under, and all obligations of each Grantor under, until payment in full of the Pledgor hereunderObligations, the expiration or termination of the Commitments and the expiration or termination of all Letters of Credit (except those that have been cash collateralized or backstopped, in each case, in a manner reasonably satisfactory to each applicable Issuing Bank), this Agreement and each other Loan Document shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Loan Document, Assigned Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, the security for, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, Loan Document or Assigned Document or any increase in the Obligations resulting from the extension of additional credit to the Facility Lesseeother agreement or instrument relating thereto;
(iiic) any taking, exchange, release or non-perfection of the Collateral or any other collateral, collateral or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Obligations;
(ivd) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral Collateral for all the Obligations or any other assets of the ObligationsGrantors;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility Lesseeany Grantor; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Grantor or a third third-party grantor of a security interest. The Pledgor hereby waives, interest or a Person deemed to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of be a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 1 contract
Samples: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Collateral Agent and security interest interests hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(i) any lack of validity or enforceability of any Operative of the Credit Agreements, the Notes, the Loan Guaranty, any Interest Rate Agreement, any Currency Agreement, any Foreign Lender Guaranty, the Senior Debentures, the Senior Debenture Indenture, any Senior Debenture Guaranty or any Commercial Paper Document or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Documentof the Credit Agreements, includingthe Notes, without limitationthe Loan Guaranty, any increase in Interest Rate Agreement, any Currency Agreement, any Foreign Lender Guaranty, the Obligations resulting from Senior Debentures, the extension of additional credit to the Facility LesseeSenior Debenture Indenture, any Senior Debenture Guaranty or any Commercial Paper Document;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to any departure from any guaranty, for all or any of the Secured Obligations;; or
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vi) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations Grantor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Lender and the pledge, hypothecation liens and security interest interests hereunder, and all obligations Secured Obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(i) a. any illegality or lack of validity or enforceability of any Operative Document this Agreement or any other related agreement or instrument relating theretoinstrument;
(ii) b. any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the ObligationsIndebtedness, or any other rescission, waiver, amendment or waiver other modification of the Promissory Note, this Agreement or any consent to any departure from any Operative Documentother agreement, including, without limitation, including any increase in the Obligations Indebtedness resulting from the any extension of additional credit to the Facility Lesseeor otherwise;
(iii) c. any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Indebtedness or Collateral;
d. any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations;
e. any default, failure or delay, willful or otherwise, in the performance of this this Agreement or the Promissory Note;
f. any defense, set-off or counterclaim (ivother than a defense of payment or performance) that may at any manner of application of the Collateraltime be available to, or proceeds thereofbe asserted by, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of Grantor against the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility LesseeLender; or
(vi) g. any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Promissory Note or any existence of or reliance on any representation by the Lender that might vary the risk of the Grantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, Grantor or any other Persongrantor, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 1 contract
Samples: Commercial Security Agreement (Terry Benjamin Scott)
Security Interest Absolute. (a) The obligations of the Pledgor Pledge Obligations under this Agreement are independent of the Obligations Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor Pledgors to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of Borrower in connection with the Obligations or whether another pledgor or any guarantor of the Obligations Borrower is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Lender and security interest interests hereunder, and all obligations of the Pledgor hereunder, Pledge Obligations shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(i) any lack of validity or enforceability of any Operative Document the Loan Documents or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Loan Agreement, the Pledge Obligations, the Obligations or any other amendment or waiver of or any consent to any departure from any Operative DocumentLoan Documents, including, without limitation, any increase in the Pledge Obligations or the Obligations resulting from the extension of additional credit to the Facility LesseeBorrowers or otherwise;
(iii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, or consent to departure from any guaranty, for all or any of the ObligationsCollateral;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Pledge Obligations, or any manner of sale or other disposition of any other collateral Collateral for all or any part of the ObligationsPledge Obligations or any other assets of any Pledgor or any Issuer;
(v) any change, restructuring or termination of the corporate structure or existence of the Facility Lesseeany Pledgor or any Issuer; or
(vi) any other circumstances circumstance which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee of any Pledgor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentpledgor.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor each Grantor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor each Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor the Borrower or any guarantor of the Obligations other Grantor or whether another pledgor the Borrower or any guarantor of the Obligations other Grantor is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of the Borrower or any Guarantor or any of their subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrower or any Guarantor or any of their subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Grantor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of security interests granted to the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation and security interest hereunder, and all obligations of the Pledgor hereunder, Lender hereunder shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document Loan Document;
(b) the failure of the Lender to
(i) assert any claim or demand or to enforce any right or remedy against the Grantor or any other agreement Person under the provisions of the Loan Agreement any other Loan Document or instrument relating theretootherwise; or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any of the Liabilities;
(iic) any change in the time, manner or place of payment of of, or in any other term of, all or any of the ObligationsLiabilities or any other extension, compromise or renewal of any of the Liabilities;
(d) any reduction, limitation, impairment or termination of any of the Liabilities for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Grantor hereby 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 Liabilities;
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to the Facility Lessee;Loan Agreement or any other Loan Document,
(iiif) any takingaddition, exchange, release release, surrender or non-perfection nonperfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility LesseeLiabilities; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonGrantor, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Mortgage, Security Agreement and Assignment (Wynn Resorts LTD)
Security Interest Absolute. (a) The obligations of the Pledgor each Grantor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor any or all Grantors to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Borrowers or whether another pledgor or any guarantor of the Obligations is Borrowers are joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement agreement, instrument or instrument document relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment amendment, restatement or other modification or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility LesseeBorrowers or any Grantor or any of their Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment amendment, restatement, other modification or waiver of, of or consent to any departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of the Borrowers, any Grantor or any of their Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrowers or any Grantor or any of their Subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Grantor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Mediabay Inc)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Collateral Agent and the pledge, hypothecation and security interest Liens granted to the Collateral Agent hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Indenture or any other agreement or instrument relating thereto;
(b) the failure of the Collateral Agent, for its own benefit or the benefit of the Holders of the Senior Secured Notes:
(i) to assert any claim or demand or to enforce any right or remedy against any Pledgor, any other Guarantor (as such term is defined in the Indenture) or any other Person under the provisions of the Indenture, the Senior Secured Notes or the Security Agreements or otherwise, or
(ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations of any Pledgor or any other Guarantor.
(c) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations or any other extension, compromise or renewal of any Obligation of any Pledgor or any other Guarantor,
(d) any reduction, limitation, impairment or termination of any Obligation of any Pledgor or any other Guarantor for any reason (other than the satisfaction of and repayment in full and in cash of all Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any Obligation of any Pledgor, any other Guarantor or otherwise,
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in of the Obligations resulting from terms of the extension of additional credit to Indenture, the Facility Lessee;Senior Secured Notes or the other Security Agreements,
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waivesany Pledgor, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other PersonGuarantor, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security surety or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Stock Pledge and Security Agreement (Sterling Chemical Inc)
Security Interest Absolute. (a) The obligations of the Pledgor Grantors -------------------------- under this Agreement are independent of the Secured Obligations and a separate action or actions may be brought and prosecuted against the Pledgor any Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations other Loan Party or whether another pledgor or any guarantor of the Obligations other Loan Party is joined in any such action or actions. All rights of the Owner Lessor Agent and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor Grantors hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(i) any lack of validity or enforceability of any Operative Document Loan Document, any Bank Hedge Agreement or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Operative DocumentLoan Document or any Bank Hedge Agreement, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lesseeany Loan Party or otherwise;
(iii) any taking, exchange, release or non-perfection nonperfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of any Grantor or any of its Subsidiaries;
(v) any change, restructuring or termination of the corporate structure or existence of the Facility Lesseeany Grantor or any of its Subsidiaries; or
(vi) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Grantor or a third third-party grantor of a security interest. The Pledgor hereby waivesThis Agreement shall continue to be effective or be reinstated, to as the maximum extent permitted by law (i) all rights under case may be, if at any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on time any loss whether as a result payment of any such sale of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 1 contract
Samples: Security Agreement (Commercial Aggregates Transportation & Sales LLC)
Security Interest Absolute. (a) The obligations of the Pledgor Company under this Agreement are independent of the Obligations other obligations included in the definition of "Obligations" and a separate action or actions may be brought and prosecuted against the Pledgor Company to enforce this Agreement, irrespective of whether any action is brought against another pledgor any Sponsor or other collateral securing the obligations under the Loan Agreements, and irrespective of whether any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations Sponsor is joined in any such action or actions. Notwithstanding anything to the contrary contained herein and without limiting the generality of any other provision hereof, OPIC may, at any time and from time to time, either before or after the maturity of the Loan, make any agreement with a Party, for the extension, renewal, payment, compromise, discharge, release, or settlement of any of the terms hereof, without notice to or further consent by any other Party, and without in any way impairing or affecting the obligations and liabilities of any other Party. All rights of the Owner Lessor OPIC and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor Company hereunder, shall be absolute and unconditional, to unconditional (except as the extent permitted same may be extinguished by Requirements payment and/or performance in full of Law, the Obligations) irrespective of:
(ia) any lack of validity or enforceability of any Operative Document or any other agreement or instrument relating theretoFinancing Document;
(iib) any change in the time, manner manner, or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Financing Document, including, without limitation, including any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeCompany or otherwise;
(iiic) any taking, exchange, release release, or non-perfection of any other collateral, collateral or any taking, release release, or amendment or waiver of, or consent to departure from any guaranty, for all or any of the Obligations;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, Obligations or any manner of sale or other disposition of any other collateral for all or any of the Obligations or any other assets of the Company or any Sponsor;
(e) whether or not there are, at any given time, sufficient funds in the Collateral Account to meet the Company's Obligations;
(vf) any change, restructuring restructuring, or termination of the corporate structure or existence of the Facility LesseeCompany; or
(vig) any other circumstances which that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Company or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: DSR Agreement (Pricesmart Inc)
Security Interest Absolute. (a) The obligations Grantor hereby waives demand, notice, protest, notice of the Pledgor under this Agreement are independent acceptance of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective notice of whether loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actionsdescription. All rights of the Owner Lessor Secured Party and the pledge, hypothecation liens and security interest interests hereunder, and all obligations Secured Obligations of the Pledgor Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any illegality or lack of validity or enforceability of any Operative Document Secured Obligation or any other related agreement or instrument relating theretoinstrument;
(iib) any change in the time, place or manner or place of payment of of, or in any other term of, all or any of the Secured Obligations, or any other rescission, waiver, amendment or waiver other modification of the Note, this Agreement or any consent to any departure from any Operative Documentother agreement, including, without limitation, including any increase in the Secured Obligations resulting from the any extension of additional credit to the Facility Lesseeor otherwise;
(iiic) any taking, exchange, release substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release release, impairment, amendment, waiver or amendment or waiver of, or consent to departure from other modification of any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of sale, disposition or application of the Collateral, proceeds of any Collateral or proceeds thereof, any other collateral or other assets to all or any part of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Secured Obligations;
(ve) any changedefault, restructuring failure or termination delay, wilful or otherwise, in the performance of the structure Secured Obligations;
(f) any defense, set-off or existence counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Facility LesseeGrantor against the Secured Party; or
(vig) any other circumstances which circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by the Secured Party that might vary the risk of the Grantor or otherwise constitute operate as a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, Grantor or any other Persongrantor, any security which Owner Lessor may hold, guarantor or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentsurety.
Appears in 1 contract
Samples: Loan and Security Agreement (Summit Semiconductor Inc.)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor and the pledge, hypothecation Secured Party and security interest interests hereunder, and all obligations of the Pledgor Company hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, unconditional irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Loan Agreement, or any other agreement or instrument relating theretoLoan Document;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Operative Document, including, without limitation, any increase in of the Obligations resulting from the extension of additional credit to the Facility LesseeLoan Documents;
(iiic) any taking, exchange, release or non-perfection taking and holding of any other collateral, collateral or any taking, release or amendment or waiver of, or consent to departure from any guaranty, guaranty for all or any of the Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guaranty, or any non-perfection of any collateral, or any consent to departure from any such guaranty;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Obligations, or any the manner of sale of any collateral;
(e) any consent by Secured Party to the restructure of the Obligations, or any other restructure or refinancing of the Obligations or any portion thereof;
(f) any modification, compromise, settlement or release by the Secured Party, by operation of law or otherwise, collection or other disposition liquidation of the Obligations or the liability of any other collateral for all guarantor, or of any collateral, in whole or in part, and any refusal of payment by the Secured Party, in whole or in part, from any obligor or guarantor in connection with any of the Obligations;
(v) , whether or not with notice to, or further assent by, or any changereservation of rights against, restructuring or termination of the structure or existence of the Facility Lesseeany Company; or
(vig) any other circumstances circumstance (including, without limitation, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, the Facility Lessee or a any third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage pledgor or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the each Pledgor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the any Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations other Pledgor or whether another pledgor or any guarantor of the Obligations other Pledgor is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the each Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Financing Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative Financing Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility LesseeBorrowers or any of their respective subsidiaries or otherwise;
(iiic) the failure of any Pledgor to receive any benefit from or as a result of its execution, delivery and performance of this Agreement;
(d) any taking, exchange, release or non-perfection nonperfection of any other collateralPledged Collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ive) any manner of application of the Pledged Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral Pledged Collateral for all or any of the ObligationsSecured Obligations or any other assets of the Borrowers or any of their respective Subsidiaries;
(vf) any change, restructuring or termination of the corporate structure or existence of the Facility Lesseeany Borrower or any of their respective Subsidiaries; or
(vig) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Pledgor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Lender and the pledge, hypothecation pledges and security interest interests granted to Lender hereunder, and all obligations of the Pledgor hereunder, shall be are absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(i) any a. Any lack of validity or enforceability of any Operative Document Note or any other agreement Loan Document; or
b. The failure of Lender or instrument relating thereto;any holder of any Note:
(ii) 1. To assert any claim or demand or to enforce any right or remedy under the provisions of any Note or any other Loan Document or otherwise, or
2. To exercise any right or remedy against any other Obligor of, or collateral securing, any obligations of any Borrower owing to Lender; or
c. Any change in the time, manner or place of payment of of, or in any other term of, all or any of the ObligationsSecured Obligations or any other extension, compromise or renewal of any Secured Obligation; or
d. Any reduction, limitation, impairment or termination of any Secured Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise (and each Pledgor hereby waives any right to or claim of any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of any invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation); or
e. Any amendment to, rescission, waiver, or waiver of other modification of, or any consent to any departure from any Operative Document, including, without limitationfrom, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;Note or any other Loan Document; or
(iii) any takingf. Any addition, exchange, release release, surrender or non-perfection nonperfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Secured Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vi) any g. Any other circumstances which that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) and all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentdefenses.
Appears in 1 contract
Samples: Owners’ Equity Pledge and Security Agreement (Hearx LTD)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Secured Obligations and any agreement with respect to the Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Pledgor or whether another pledgor or any guarantor of the Obligations Pledgor is joined in any such action or actions. All rights of the Owner Lessor Pledgee and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Document the Master Agreement or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment or waiver of or any consent to any departure from any Operative Documentthis Agreement or the Master Agreement, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility LesseeSecured Obligations;
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, guaranty for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral Collateral for all or any of the ObligationsSecured Obligations or any other assets of the Pledgor or any of its subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseePledgor or any of its subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee Pledgor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Pledge Agreement (Allied World Assurance Co Holdings LTD)
Security Interest Absolute. (a) The obligations of the Pledgor each Grantor under this Agreement are independent of the Secured Obligations or any other obligations of any other Obligor under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Pledgor each Grantor to enforce this Agreement, irrespective of whether any action is brought against another pledgor such Grantor or any guarantor of the Obligations other Obligor or whether another pledgor such Grantor or any guarantor of the Obligations other Obligor is joined in any such action or actions. All rights of the Owner Lessor Collateral Agent and the other Secured Parties and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be irrevocable, absolute and unconditionalunconditional irrespective of, and each Grantor hereby irrevocably waives (to the maximum extent permitted by Requirements applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of Law, irrespective ofthe following:
(ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement or instrument relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other obligations of any other Obligor under or in respect of the Loan Documents or any other amendment or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility Lesseeany Obligor or any of its Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralany Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the ObligationsSecured Obligations or any other obligations of any other Obligor under or in respect of the Loan Documents or any other assets of any Obligor or any of its Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of any Obligor or any of its Subsidiaries; Security Agreement
(f) any failure of any Secured Party to disclose to any Obligor any information relating to the Facility Lesseebusiness, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Obligor now or hereafter known to such Secured Party (each Grantor waiving any duty on the part of the Secured Parties to disclose such information);
(g) the failure of any other Person to execute this Agreement or any other Security Document, guaranty or agreement or the release or reduction of liability of any Grantor or other grantor or surety with respect to the Secured Obligations; or
(vih) any other circumstances which circumstance (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 discharge of, the Facility Lessee such Grantor or any other Grantor or a third party grantor of a security interest. The Pledgor hereby waivesThis Agreement shall continue to be effective or be reinstated, to as the maximum extent permitted by law (i) all rights under case may be, if at any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on time any loss whether as a result payment of any such sale of the Secured Obligations is rescinded or must otherwise be returned by any Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have as though such payment had not been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agentmade.
Appears in 1 contract
Samples: Credit Agreement (Pacificare Health Systems Inc /De/)
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Pledgee and the pledge, hypothecation and security interest interests granted to the Pledgee hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of the Pledge Agreement or any other Operative Document (other than the Chatfield Pledge Agreement), Pledge Agreement
(b) the failure of the Pledgee to assert any claim or demand or to enforce any right or remedy against the Pledgor or any other Person under the provisions of any Operative Document or any other agreement or instrument relating thereto;otherwise,
(iic) any change in the time, manner or place of payment of of, or in any other term of, all or any of obligations the ObligationsObligations or any other extension, compromise or renewal of any Obligation,
(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 the Pledgor hereby 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, the Pledgee or otherwise,
(e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to departure from, any departure from of the terms of the any Operative Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;,
(iiif) any takingaddition, exchange, release release, surrender or non-perfection of any other collateralCollateral, or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all or any of the Obligations;
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vig) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee Pledgor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, Pledgee or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Samples: Pledge Agreement (Brookdale Living Communities Inc)
Security Interest Absolute. (a) The obligations of the Pledgor each Grantor under this Agreement are independent of the Obligations Secured Obligations, and a separate action or actions may be brought and prosecuted against the Pledgor any or all Grantors to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations Borrower or whether another pledgor or any guarantor of the Obligations Borrower is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and the pledge, hypothecation assignment and security interest hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be absolute and unconditional, to the extent permitted by Requirements of Law, irrespective of:
(ia) any lack of validity or enforceability of any Operative Loan Document or any other agreement agreement, instrument or instrument document relating thereto;
(iib) any change in the time, manner or place of payment of of, or in any other term of, all or any of the Obligations, Secured Obligations or any other amendment amendment, restatement or other modification or waiver of or any consent to any departure from any Operative Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to the Facility LesseeBorrower or any Grantor or any of their Subsidiaries or otherwise;
(iiic) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment amendment, restatement, other modification or waiver of, of or consent to any departure from any guaranty, for all or any of the Secured Obligations;
(ivd) any manner of application of the Collateralcollateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any other collateral for all or any of the ObligationsSecured Obligations or any other assets of the Borrower, any Grantor or any of their Subsidiaries;
(ve) any change, restructuring or termination of the corporate structure or existence of the Facility LesseeBorrower or any Grantor or any of their Subsidiaries; or
(vif) any other circumstances which circumstance that might otherwise constitute a defense available to, or a discharge of, the Facility Lessee any Grantor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.
Appears in 1 contract
Security Interest Absolute. (a) The obligations of the Pledgor under this Agreement are independent of the Obligations and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement, irrespective of whether any action is brought against another pledgor or any guarantor of the Obligations or whether another pledgor or any guarantor of the Obligations is joined in any such action or actions. All rights of the Owner Lessor Administrative Agent and Lenders and the pledgesecurity interests, hypothecation collateral assignments and security interest pledges granted, assigned and pledged to Administrative Agent hereunder, and all obligations of the Pledgor each Grantor hereunder, shall be are absolute and unconditional, to irrespective of the extent permitted by Requirements occurrence of Law, irrespective ofany one or more of the following:
(i) any a. Any lack of validity or enforceability of any Operative Loan Document; or
b. The failure of Administrative Agent or any Lender or any holder of any Note:
1. To assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, or
2. To exercise any right or remedy against any other agreement Obligor of, or instrument relating thereto;any collateral securing, any obligations of any Borrower owing to any Lender; or --
(ii) any c. Any change in the time, manner or place of payment of of, or in any other term of, all any Secured Obligation; or
d. Any other extension, increase, refinancing, restructuring, compromise or renewal of any Secured Obligation; or
e. Any reduction, limitation, impairment or termination of the Obligationsany Secured Obligation for any reason, including any waiver, release, surrender, alteration or compromise; or --
f. Any amendment to, rescission, waiver, or any other amendment or waiver of modification of, or any consent to departure from, the terms of any departure from any Operative Loan Document, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Facility Lessee;; or --
(iii) any takingg. Any addition, exchange, release release, surrender or non-perfection nonperfection of any other collateralcollateral (including the Collateral), or any taking, release or amendment to or waiver of, or release of or addition to or consent to departure from any guaranty, for all any Secured Obligation; or any of the Obligations;--
(iv) any manner of application of the Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Obligations;
(v) any change, restructuring or termination of the structure or existence of the Facility Lessee; or
(vi) any h. Any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Facility Lessee any Grantor or a third party grantor of a security interest. The Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kindits obligations hereunder, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or any and all suretyship defenses. Each Grantor hereby waives any right to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents; (viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upondefense or setoff, plead counterclaim, recoupment or in termination whatsoever by reason of any manner whatever claim or take the benefit or advantage invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement event or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against MEW, or the Facility Lesseeaffecting, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral AgentSecured Obligation.
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Samples: Master Security Agreement, Collateral Assignment and Equity Pledge (NBG Radio Network Inc)