Common use of Security Interests Absolute Clause in Contracts

Security Interests Absolute. All rights of the Bank and security interests hereunder, and all obligations of the Debtor hereunder, shall be absolute and unconditional (subject to the provisions hereof and of the other Loan Documents) and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Note or any other document evidencing or securing such Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to the Note or any indorsement or guaranty of the Note or any other document evidencing or securing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (iv) any change in the existence, structure or ownership of any Debtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor or its assets or any resulting disallowance, release or discharge of all or any portion of the Obligations; (v) the existence of any claim, set-off or other right which any Debtor may have at any time against any other Debtor, the Bank or any other corporation or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Debtor for any reason of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Debtor of the Obligations; (vii) any failure by the Bank (A) to file or enforce a claim against any Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by any Debtor of any new or additional indebtedness or obligation under or with respect to the Obligations, (C) to commence any action against any Debtor, (D) to disclose to any Debtor any facts which the Bank may now or hereafter know with regard to any other Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Obligations; or (viii) any other act or omission to act or delay of any kind by any Debtor, the Bank, or any other corporation or person, or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Debtor's obligations hereunder.

Security Interests Absolute. All rights of the Bank and security interests hereunder, and all obligations of the Debtor hereunder, shall be absolute and unconditional (subject to the provisions hereof and of the other Loan Documents) and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Note Commodity Loans or any other document evidencing or securing such Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to the Note or any indorsement or guaranty of Credit Agreement, the Note Commodity Loans or any other document evidencing or securing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (iv) any change in the existence, structure or ownership of any Debtorthe Client, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor the Client or its assets or any resulting disallowance, release or discharge of all or any portion of the Obligations; (v) the existence of any claim, set-off or other right which any Debtor the Pledgor may have at any time against any other Debtorthe Client, the Bank Provider or any other corporation entity or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Debtor the Client for any reason of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Debtor the Client of the Obligations; (vii) any failure by the Bank Provider (Aa) to file or enforce a claim against any Debtor the Client or its estate (in a bankruptcy or other proceeding), (Bb) to give notice of the existence, creation or incurring by any Debtor the Client of any new or additional indebtedness or obligation under or with respect to the Obligations, (Cc) to commence any action against any Debtorthe Client, (Dd) to disclose to any Debtor the Pledgor any facts which the Bank Provider may now or hereafter know with regard to any other Debtor, the Client or (Ee) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Obligations; or (viii) any other act or omission to act or delay of any kind by any Debtor, the Bank, Client or the Provider or any other corporation entity or person, person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Debtor's the Pledgor’s obligations hereunder.

Security Interests Absolute. All rights of the Bank and security interests of the Collateral Agent granted hereunder, and all obligations of the Debtor Borrower hereunder, shall be absolute and unconditional (subject to the provisions hereof irrespective of, and of the other Loan Documents) and, without limiting the generality of the foregoing, shall not be released, discharged impaired or otherwise affected by: (ia) any extensionlack of validity or enforceability of the Credit Agreement, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Note other Loan Document or any other document evidencing Instrument relating to any thereof or securing such Obligation, by operation to any of law or otherwisethe Obligations; (ii) any modification or amendment or supplement to the Note or any indorsement or guaranty of the Note or any other document evidencing or securing any Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (ivb) any change in the existence, organization, structure or ownership of the Borrower or of any Debtor, of its Subsidiaries or any insolvency, bankruptcy, reorganization Bankruptcy or other similar proceeding Insolvency Proceeding affecting any Debtor such Person or its assets any Property of any such Person or any resulting disallowance, release or discharge of any of the Obligations contained in the Credit Agreement or any other Loan Documents; (c) the failure of the Collateral Agent: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Persons under any provisions of the Credit Agreement or any other Loan Documents or any other agreement or Instrument relating to any thereof or under any Applicable Law, or (ii) to exercise any right or remedy against any Collateral; (d) any change in the time, manner or place of payment of, or in any other term of all or any portion Obligations, or any other compromise, renewal, extension, acceleration or release with respect thereto or with respect to the Collateral, or any other amendment to, rescission, waiver or other modification of, or any consent to any departure from any of the terms, of the Credit Agreement, any other Loan Document or any other Instrument relating to any thereof; (e) any increase, 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, nongenuineness, irregularity, compromise or unenforceability 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, surrender or non-perfection of any of the Security Agreement Collateral or any other Collateral, or any release or amendment or waiver of, or any consent to any departure from, any guaranty or collateral held by the Collateral Agent securing or guaranteeing all or any of the Obligations; (vg) the existence of any claimdefense, set-off or other right counterclaim which any Debtor may have at any time against any other Debtor, the Bank or any other corporation or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating be available to or against any Debtor for any reason of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Debtor of the Obligations; (vii) any failure be asserted by the Bank (A) to file or enforce a claim Borrower against any Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring by any Debtor of any new or additional indebtedness or obligation under or with respect to the Obligations, (C) to commence any action against any Debtor, (D) to disclose to any Debtor any facts which the Bank may now or hereafter know with regard to any other Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the ObligationsCollateral Agent; or (viiih) any other act circumstances which might otherwise constitute a suretyship or omission to act or delay of any kind by any Debtor, the Bankother defense available to, or any other corporation or person, or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Debtor's obligations hereunderof, the Borrower.

Security Interests Absolute. All rights of the Bank Secured Party and the security interests hereunder, and all obligations of the Debtor hereunder, shall be absolute and unconditional (subject to the provisions hereof and of the other Loan Documents) and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Note or any other document evidencing or securing such Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to the Note or any indorsement or guaranty of the Note or any other document evidencing or securing any Obligation; (iiia) any release, non-perfection or invalidity of any direct or indirect security for any Obligation; (ivb) any change in the existence, structure or ownership of any Debtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any the Debtor or its assets or any resulting disallowance, release or discharge of all or any portion of the Obligationsany Obligation; (vc) the existence of any claim, set-off or other right which any Debtor that the Secured Party may have at any time against any other Debtor, the Bank Debtor or any other corporation or personPerson, whether in connection herewith or any unrelated transactions; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vid) any invalidity or unenforceability relating to or against any the Debtor for any reason of any Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by any the Debtor of the Obligationsany Obligation; (viie) any failure by the Bank Secured Party (A) to file or enforce a claim against any the Debtor or its estate (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring incurrence by any the Debtor of any new or additional indebtedness or obligation under or with respect to the Obligations, (C) to commence any action against any Debtor, the Debtor or (D) to disclose to any Debtor any facts which the Bank may now or hereafter know with regard to any other Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the ObligationsCollateral; or (viiif) any other act or omission to act or delay of any kind by any Debtor, the Bank, Secured Party or the Debtor or any other corporation or person, Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any the Debtor's ’s obligations hereunder.

Security Interests Absolute. All Subject to the rights of the Bank Senior Lender under the Senior Security Interests, all rights of the Agent and security interests hereunder, and all obligations of the Debtor each Pledgor hereunder, shall be absolute and unconditional (subject to the provisions hereof and of the other Loan Documents) and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation, the Note Secured Obligation or any other document evidencing or securing such Secured Obligation, by operation of law or otherwise; (ii) any modification or amendment or supplement to the Note or any indorsement or guaranty of the Note Stock Purchase Agreement or any other document evidencing or securing any Secured Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Secured Obligation; (iv) any change in the existence, structure or ownership of any Debtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor TSI and/or Craftmade or its their assets or any resulting disallowance, release or discharge of all or any portion of the Secured Obligations; (v) the existence of any claim, set-off or other right which any Debtor Pledgor may have at any time against any other DebtorTSI, Craftmade, the Bank Agent or any other corporation or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Debtor Pledgor for any reason of any Secured Obligation, or any provision of applicable law or regulation purporting to prohibit the payment by any Debtor Pledgor of the Secured Obligations; (vii) any failure by the Bank Agent (A) to file or enforce a claim against any Debtor or its estate Pledgor (in a bankruptcy or other proceeding), (B) to give notice of the existence, creation or incurring incurrence by any Debtor TSI and/or Craftmade of any new or additional indebtedness or obligation under or with respect to the Secured Obligations, (C) to commence any action against any Debtor, Pledgor or (D) to disclose to any Debtor any facts which the Bank may now or hereafter know with regard to any other Debtor, or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Secured Obligations; or (viii) any other act or omission to act or delay of any kind by any Debtor, Pledgor or the Bank, Agent or any other corporation or person, person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Debtor's each Pledgor’s obligations hereunder.

Security Interests Absolute. All rights of the Bank Agent and security interests the Secured Parties hereunder, and all obligations of the Debtor Pledgor hereunder, shall be absolute and unconditional (subject to the provisions hereof and of the other Loan Documents) and, without limiting the generality of the foregoingforegoing and to the fullest extend permitted under applicable law, shall not be released, discharged or otherwise affected by: (ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Secured Obligation, the Note any Note, or any other document evidencing or securing such Secured Obligation, by operation of law or otherwise; (iib) any modification or amendment or supplement to the Note or Amended Agreement, any indorsement or guaranty of the Note Note, or any other document evidencing or securing any Secured Obligation; (iiic) any release, non-perfection or invalidity of any direct or indirect security for any Secured Obligation; (ivd) any change in the existence, structure or ownership of any Debtorthe Borrower, the Pledgor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor the Borrower, the Pledgor or its assets or any resulting disallowance, release or discharge of all or any portion of the Secured Obligations; (ve) the existence of any claim, set-off or other right which any Debtor the Pledgor may have at any time against any other Debtorthe Borrower, the Bank Agent, any Secured Party or any other corporation or person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vif) any invalidity or unenforceability relating to or against any Debtor for any reason of any ObligationSecured Obligation relating to or against the Borrower, the Pledgor, or any provision of applicable law or regulation purporting to prohibit the payment by any Debtor the Borrower or the Pledgor of the Secured Obligations; (viig) any failure by the Bank Agent or any Secured Party (Ai) to file or enforce a claim against any Debtor the Borrower or the Pledgor or its estate (in a bankruptcy or other proceeding), (Bii) to give notice of the existence, creation or incurring incurrence by any Debtor the Borrower or the Pledgor of any new or additional indebtedness or obligation under or with respect to the Secured Obligations, (Ciii) to commence any action against any Debtorthe Borrower or the Pledgor, (Div) to disclose to any Debtor the Pledgor any facts which the Bank Agent or any Secured Party may now or hereafter know with regard to any other Debtor, the EXHIBIT M Borrower or the Pledgor or (Ev) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Secured Obligations; or (viiih) any other act or omission to act or delay of any kind by any Debtorthe Borrower, the BankAgent, any other Secured Party or any other corporation or person, person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Debtorthe Pledgor's obligations hereunder.