Security Interest Absolute. All rights of the Secured Parties, all Liens and all obligations of the Pledgor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes or any other Transaction Document, (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or consent to any departure from the Securities Purchase Agreement, the Notes or any other Transaction Document, (iii) any exchange or release of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations, or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 5 contracts
Samples: Shareholder Pledge Agreement (Visionary Education Technology Holdings Group Inc.), Shareholder Pledge Agreement (Blue Hat Interactive Entertainment Technology), Shareholder Pledge Agreement (BOQI International Medical, Inc.)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase any Credit Agreement Document, any Other First Lien Agreement, any other agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase any Credit Agreement Document, any Other First Lien Agreement, the Notes any Intercreditor Agreement or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 5 contracts
Samples: Collateral Agreement, Collateral Agreement (Cec Entertainment Inc), Collateral Agreement (ADT, Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Credit Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Credit Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 9.8 of the Credit Agreement, but without prejudice to reinstatement rights under Section 7.9 of the Credit Agreement, any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 4 contracts
Samples: Pledge and Security Agreement (Fusion Connect, Inc.), Pledge and Security Agreement (Fusion Connect, Inc.), Pledge and Security Agreement (Fusion Connect, Inc.)
Security Interest Absolute. All rights of the Secured PartiesAdministrative Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) subject only to termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 4 contracts
Samples: Collateral Agreement (AZEK Co Inc.), Guarantee and Collateral Agreement (CPG Newco LLC), Term Loan Guarantee and Collateral Agreement (CPG Newco LLC)
Security Interest Absolute. All rights of the Secured PartiesBank hereunder, all Liens the Security Interest and all obligations of the Pledgor Borrowers hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Term Loan Agreement, any other Loan Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Term Loan Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of of, or consent to under, or departure from from, any guaranty, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Borrower in respect of the Secured Obligations (or in respect of this Security Agreement or any other Loan Document other than the indefeasible payment of the Obligations in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestin cash.
Appears in 4 contracts
Samples: Security Agreement (ONE Group Hospitality, Inc.), Security Agreement (ONE Group Hospitality, Inc.), Security Agreement (ONE Group Hospitality, Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Indenture Document, any agreement with respect to any of the Notes Collateral Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Collateral Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Indenture Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Collateral Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor or Guarantor in respect of the Secured Obligations (other than the payment in full of the Secured Collateral Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 3 contracts
Samples: Collateral Agreement (International Wire Group Inc), Collateral Agreement (International Wire Group Inc), Collateral Agreement (International Wire Rome Operations, Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the each Pledgor hereunder and Guarantor hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, the Notes or any other Transaction Document, any agreement with respect to any of the Indenture Obligations or any other agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Indenture Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Transaction Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Indenture Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor and Guarantor in respect of the Secured Indenture Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesIndenture Obligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 3 contracts
Samples: Pledge Agreement (Memc Electronic Materials Inc), Pledge Agreement (Memc Electronic Materials Inc), Indenture (Memc Electronic Materials Inc)
Security Interest Absolute. All To the extent permitted by applicable law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of the security interest in the Pledged Collateral and all obligations of the Pledgor each Loan Party hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from from, the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral securing, or any release or amendment to or waiver of of, or any consent to any departure from from, any guarantyguarantee of, for all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Loan Party in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 3 contracts
Samples: Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (Madison Square Garden Co)
Security Interest Absolute. All rights of the Agent and each other Secured PartiesParty hereunder, all Liens each grant of a security interest in the Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Note Purchase Agreement, the Notes Limited Guaranty or any other Transaction Note Purchase Document, any agreement with respect to any of the Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Note Purchase Agreement, the Notes Limited Guaranty or any other Transaction DocumentNote Purchase Document or any other agreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Guaranteed Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Guaranteed Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 3 contracts
Samples: General Security Agreement (Aemetis, Inc), General Security Agreement (Aemetis, Inc), General Security Agreement (Aemetis, Inc)
Security Interest Absolute. All rights of the Secured PartiesAdministrative Agent hereunder, all Liens the grant of the security interest in the Collateral and all obligations of the Pledgor each Loan Party hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, the Existing Notes Indenture, any agreement with respect to any of the Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from from, the Securities Purchase Credit Agreement, any other Loan Document, the Existing Notes Indenture, any agreement with respect to any of the Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral securing, or any release or amendment to or waiver of of, or any consent to any departure from from, any guarantyguarantee of, for all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 3 contracts
Samples: Collateral Agreement (NCR Corp), Credit Agreement (NCR Corp), Credit Agreement (NCR Corp)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the security interest in the Pledged Collateral and all obligations of the Pledgor each Obligor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, this Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, (d) any failure by an Secured Party to assert any claim or exercise any right or remedy, (e) any reduction, limitation or impairment of the Secured Obligations for any reason, or (ivf) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Obligor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Summit Midstream Partners, LP), Guarantee and Collateral Agreement (Summit Midstream Partners, LP), Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, the Notes U.S. Intercreditor Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes U.S. Intercreditor Agreement, any other Loan Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 3 contracts
Samples: Pledge Agreement (Crown Holdings Inc), Bank Pledge Agreement (Crown Holdings Inc), Bank Pledge Agreement (Crown Holdings Inc)
Security Interest Absolute. All rights of the Secured PartiesEuro Collateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, the Notes Euro Intercreditor Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes Euro Intercreditor Agreement, any other Loan Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 3 contracts
Samples: Pledge Agreement (Crown Holdings Inc), Bank Pledge Agreement (Crown Holdings Inc), Euro Pledge Agreement (Crown Holdings Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interests created hereby and all obligations of the Pledgor Grantors hereunder shall (to the maximum extent permitted by law) be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase ABL Credit Agreement, any other Secured Debt Document, any agreement with respect to any of the Notes Guaranteed Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase ABL Credit Agreement, the Notes any other Secured Debt Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Guaranteed Obligations, or (ivd) any other circumstance which (other than a defense of payment or performance) that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Guaranteed Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 3 contracts
Samples: Abl Security Agreement, Abl Security Agreement (Tribune Publishing Co), Intercreditor Agreement (Tribune Publishing Co)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Intercreditor Agreement, the Notes Credit Agreement or any other Transaction Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of the payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Intercreditor Agreement, the Notes Credit Agreement, any other Loan Document, or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, any of the Pledgor Pledgors in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Credit Agreement (Guilford Mills Inc), Credit Agreement (Guilford Mills Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional unless such Grantor is released from its obligations hereunder in a writing signed by the Collateral Agent pursuant to Section 9.13 or this Agreement is terminated in accordance with its terms, irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment in full of all Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company contingent indemnification liabilities to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesextent no claim giving rise thereto has been asserted)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Security Agreement (Houghton Mifflin Harcourt Co), Security Agreement (Houghton Mifflin Harcourt Co)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent and the Account Custodian hereunder, all Liens the Security Interest, the grant of a security interest in the Collateral and all obligations of the Pledgor Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, the Notes Secured Hedge Agreements, any agreement with respect to any of the Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, any other Loan Document, the Notes Secured Hedge Agreements or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase any Indenture Document, any Other First Lien Agreement, the Notes Intercreditor Agreements, any agreement with respect to any of the Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase any Indenture Document, any Other First Lien Agreement, the Notes Intercreditor Agreements or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: First Lien Collateral Agreement, Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, the Notes Euro Term Loan Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes Euro Term Loan Agreement, any other Loan Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from the Guaranty or any guarantyother guarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations or this Agreement (other than the indefeasible payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Credit Agreement (Quiksilver Inc), Security Agreement (Quiksilver Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) subject only to termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Smart & Final Stores, Inc.), Guarantee and Collateral Agreement (Smart & Final Stores, Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent and each Noteholder hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Note Purchase Agreement, any other Note Document, any agreement with respect to any of the Secured Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Notes Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Note Purchase Agreement, the Notes any other Note Document or any other Transaction Documentagreement or instrument, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Notes Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Notes Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Security Agreement (Velocity Financial, Inc.), Security Agreement (Velocity Financial, Inc.)
Security Interest Absolute. All rights of the Secured PartiesJunior-Priority Collateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase any Indenture, any other Note Document, any Pari Passu Agreement, any other agreement with respect to any of the Notes Junior-Priority Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Junior-Priority Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreementany Indenture, the Notes any other Note Document, any Pari Passu Agreement or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Junior-Priority Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Junior-Priority Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Junior Priority Collateral Agreement (Community Health Systems Inc), Intercreditor Agreement (Community Health Systems Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Securities Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementCredit Agreement any other Loan Document, any agreement with respect to any of the Notes Obligations of the Pledgors or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured ObligationsObligations of the Pledgors, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any other Securities Collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations of the Pledgors or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured its Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notessuch Pledgor)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Pledge Agreement (Consolidated Communications Texas Holdings, Inc.), Pledge Agreement (Consolidated Communications Illinois Holdings, Inc.)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase any Credit Agreement Document, any Other First Lien Agreement, any other agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase any Credit Agreement Document, any Other First Lien Agreement, the Notes any Intercreditor Agreement or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full or performance of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness (other than contingent indemnification and reimbursement obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesfor which no claim has been made)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Spectrum Brands Holdings, Inc.)
Security Interest Absolute. The obligations of the Pledgor under this Agreement are independent of the obligations under any of the other Financing Documents, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any Financing Document, any agreement with respect to any of the Securities Purchase Agreement, the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreement, the Notes any Financing Document or any other Transaction Documentagreement or instrument, (iiic) any exchange exchange, release, amendment or release waiver of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent to or departure from from, any guaranty, guaranty for all or any of the Secured Obligations, (d) any change, restructuring or termination of the corporate structure or existence of the Pledgor or the Borrower or (ive) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations (other than the payment or in full respect of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Pledge Agreement (Allegheny Energy, Inc), Pledge Agreement (Allegheny Energy, Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest and all obligations of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Security Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Security Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from the Guarantee or any guarantyother guarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations or this Agreement (other than circumstances under which the payment in full principal of the and interest on each Note and all fees and other Secured Obligations or complete conversion to equity securities of the Company of all indebtedness (other than contingent indemnity obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthen unasserted claims) shall have been paid in full.
Appears in 2 contracts
Samples: License Agreement, License Agreement (Toys R Us Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Revolving Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Revolver Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Revolver Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Revolving Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Revolver Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Revolver Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesRevolver Obligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Pledge Agreement (Memc Electronic Materials Inc), Revolving Credit Agreement (Memc Electronic Materials Inc)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesAdministrative Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor or Guarantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Harman International Industries Inc /De/), Guarantee and Collateral Agreement (Harman International Industries Inc /De/)
Security Interest Absolute. All rights of JPM hereunder, the Secured PartiesSecurity Interest in the Collateral, all Liens the security interest in the Pledged Securities and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any Guaranty, the Securities Purchase Merger Agreement, any agreement with respect to any of the Notes Obligations, the Underlying Liabilities or any other Transaction Obligation Document, agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, the Underlying Liabilities or any other amendment or waiver of or any consent to any departure from any Guaranty, the Securities Purchase Merger Agreement, the Notes any Obligation Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (J P Morgan Chase & Co), Guarantee and Collateral Agreement (Bear Stearns Companies Inc)
Security Interest Absolute. All rights of the Secured PartiesAdministrative Agent hereunder, all Liens the grant of the security interest in the Pledged Collateral and all obligations of the Pledgor each Loan Party hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from from, the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral securing, or any release or amendment to or waiver of of, or any consent to any departure from from, any guarantyguarantee of, for all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Loan Party in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Knowles Corp), Credit Agreement (Knowles Corp)
Security Interest Absolute. All rights of the Secured PartiesAgent hereunder, all Liens the Security Interest, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any Notes Indenture Document, any agreement with respect to any of the Securities Purchase Agreement, the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreement, the any Notes Indenture Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Collateral Agreement (Vici Properties Inc.), Collateral Agreement (CAESARS ENTERTAINMENT Corp)
Security Interest Absolute. All rights of the Secured PartiesEuro Collateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, the Notes Euro Intercreditor Agreement, any other Financing Document, any agreement with respect to any of the Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes Euro Intercreditor Agreement, any other Financing Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Ceh Pledge Agreement (Crown Holdings Inc), Ceh Pledge Agreement (Crown Holdings Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (i) any lack of validity or enforceability of the Securities Purchase Agreement, any other Secured Transaction Document, any agreement with respect to any of the Notes Obligations, or any other Transaction Documentagreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment waiver, amendment, supplement or waiver of other modification of, or any consent to any departure from from, the Securities Purchase Agreement, the Notes any other Secured Transaction Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iii) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment waiver, amendment, supplement or waiver of other modification of, or consent to under, or departure from from, any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (iv) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities in respect of the Company of all indebtedness obligations owed by the Company to the this Guarantee and Security Agreement or any other Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestTransaction Document.
Appears in 2 contracts
Samples: Guarantee and Security Agreement (NeuMedia, Inc.), Guarantee and Security Agreement (Mandalay Media, Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Credit Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Credit Document or any other Transaction Documentagreement or instrument, in each case, in accordance with their respective terms, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guaranty, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor or Guarantor in respect of the Secured Obligations or this Agreement (other than the payment a release of any Grantor or Guarantor in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesaccordance with Section 7.13)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc), Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Note Document, any Additional Pari Passu Debt Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Note Document, any Additional Pari Passu Agreement or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)
Security Interest Absolute. All Except as otherwise set forth herein regarding the obligations of the Third Party Pledgor, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any Permitted Debt Offering Agreement, any agreement with respect to any of the Notes First Lien Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured First Lien Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document, any Permitted Debt Offering Agreement, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, First Lien Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured First Lien Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Nielsen CO B.V.)
Security Interest Absolute. All rights of the Secured PartiesApplicable Representative hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any Senior Secured Note Indenture, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document, any Senior Secured Note Indenture or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (RBS Global Inc), Guarantee and Collateral Agreement (RBS Global Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase First Lien Credit Agreement, any other Loan Document, any other agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase First Lien Credit Agreement, the Notes any other Loan Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Collateral Agreement (DS Services of America, Inc.), Collateral Agreement (DS Services of America, Inc.)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Indenture Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, any other Indenture Document, the Notes Intercreditor Agreement or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Collateral Agreement, Second Lien Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any Loan Document, any other agreement with respect to any of the Securities Purchase Agreement, the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreement, the Notes any Loan Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Collateral Agreement (Cerence Inc.), Collateral Agreement (Cerence Inc.)
Security Interest Absolute. All rights of the Secured PartiesPledgee -------------------------- hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes Credit Agreement or any other Transaction Credit Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of the payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Credit Document, or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Pledge Agreement (Harrys Farmers Market Inc), Pledge Agreement (Harrys Farmers Market Inc)
Security Interest Absolute. All Subject to the terms of this Agreement, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any Loan Document, the Securities Purchase Note Agreement, any other Note Document, any other agreement with respect to any of the Notes Senior Indebtedness or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of the payment of, or in any other term in respect of, all or any of the Secured ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from any of the Securities Purchase Agreementdocuments, instruments or agreements evidencing any of the Notes Senior Indebtedness, (c) any exchange, release or nonperfection of any other Transaction Document, (iii) any exchange or release of, or non-perfection of any Lien on any Collateralcollateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Senior Indebtedness or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations Senior Indebtedness or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesSenior Indebtedness)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Pledge Agreement (Sunstone Hotel Investors, Inc.), Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)
Security Interest Absolute. All rights of the Secured PartiesNotes Collateral Agent hereunder, all Liens the Security Interest, the grant of the security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes Indenture or any other Transaction Notes Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from the Securities Purchase AgreementIndenture, any other Notes Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing (including any increase in the Secured Obligations resulting from the issuance of Additional Notes under the Indenture after the date hereof), (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral securing, or any release or amendment to or waiver of of, or any consent to any departure from from, any guarantyguarantee of, for all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Intercreditor Agreement (Arconic Inc.), Intercreditor Agreement (Arconic Rolled Products Corp)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase any Credit Agreement Document, any Notes Indenture Document, any Other First Lien Agreement, any other agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase any Credit Agreement Document, any Notes Indenture Document, any Other First Lien Agreement, the Notes Intercreditor Agreements or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Collateral Agreement (McGraw-Hill Interamericana, Inc.), Collateral Agreement (McGraw-Hill Global Education LLC)
Security Interest Absolute. All rights of the Secured PartiesParty, all Liens and all obligations of the Pledgor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes or any other Transaction Document, (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or consent to any departure from the Securities Purchase Agreement, the Notes or any other Transaction Document, (iii) any exchange or release of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations, or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties Party under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Stockholder Pledge Agreement (Gaucho Group Holdings, Inc.), Stockholder Pledge Agreement (Gaucho Group Holdings, Inc.)
Security Interest Absolute. All Except as otherwise set forth herein regarding the obligations of the Third Party Pledgor, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Global Media USA, LLC)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interests created hereby and all obligations of the Pledgor Grantors hereunder shall (to the maximum extent permitted by law) be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Term Loan Credit Agreement, any other Secured Debt Document, any agreement with respect to any of the Notes Guaranteed Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Term Loan Credit Agreement, the Notes any other Secured Debt Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Guaranteed Obligations, or (ivd) any other circumstance which (other than a defense of payment or performance) that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Guaranteed Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Term Loan Security Agreement (Tribune Publishing Co), Credit Agreement (Tribune Publishing Co)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any Notes Document, any other agreement with respect to any of the Securities Purchase Agreement, the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreementany Notes Document, the Notes any Intercreditor Agreement or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Collateral Agreement (ADT, Inc.), Collateral Agreement (ADT, Inc.)
Security Interest Absolute. All To the extent permitted by applicable law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, the Notes this Agreement or any other Transaction Collateral Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes this Agreement or any other Transaction DocumentCollateral Document or any other agreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Pledge and Security Agreement (CF Industries Holdings, Inc.), Pledge and Security Agreement (CF Industries Holdings, Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementNotes Indenture, any other Notes Indenture Document, any other agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementNotes Indenture, the any other Notes Indenture Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Collateral Agreement (DS Services of America, Inc.), Collateral Agreement (DS Services of America, Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 8.13, but without prejudice to reinstatement rights under Section 2.04 of the Guaranty, any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Security Agreement (Performance Food Group Co), Security Agreement (Ahny-Iv LLC)
Security Interest Absolute. All rights of the Secured Parties, all Liens and all obligations of the Pledgor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes or any other Transaction Document, (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or consent to any departure from the Securities Purchase Agreement, the Notes or any other Transaction Document, (iii) any exchange or release of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations, or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations (other than the payment in full in cash of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 2 contracts
Samples: Shareholder Pledge Agreement (Farmmi, Inc.), Shareholder Pledge Agreement (Farmmi, Inc.)
Security Interest Absolute. All Subject to the terms of the Intercreditor Agreement, all rights of the Secured PartiesSecond Lien Agent and each Holder hereunder, all Liens the Second Lien Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementSecond Lien Note Indenture, any other Second Lien Document, any agreement with respect to any of the Notes Second Lien Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Second Lien Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementSecond Lien Note Indenture, the Notes any other Second Lien Document or any other Transaction Documentagreement or instrument, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Second Lien Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Second Lien Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Intercreditor Agreement (DJO Finance LLC)
Security Interest Absolute. All rights of the Secured PartiesAgent hereunder, all Liens the security interest, the grant of a security interest in the Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 9.15, any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Staples Inc)
Security Interest Absolute. The obligations of the Pledgor under this Agreement are independent of the obligations under the Applicable Agreements, and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement. All rights of the Secured PartiesPledgee hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase any Applicable Agreement, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreement, the Notes any Applicable Agreement or any other Transaction Documentagreement or instrument, (iiic) any exchange exchange, release, amendment or release waiver of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent to or departure from from, any guaranty, guaranty for all or any of the Secured Obligations, (d) any change, restructuring or termination of the corporate structure or existence of the Pledgor or the Issuer or (ive) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations (other than the payment or in full respect of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 2 contracts
Samples: Share Pledge Agreement (China Medicine Corp), Share Pledge Agreement (OEP CHME Holdings, LLC)
Security Interest Absolute. All To the fullest extent permitted by applicable law and except as otherwise provided in Section 14, all rights of the Secured PartiesAdministrative Agent hereunder, all Liens the Security Interest and all obligations of each of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (i) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iii) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of of, or consent to under, or departure from from, any guaranty, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (iv) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations or in respect of this Security Agreement or any other Loan Document (other than a defense of the final payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Security Interest Absolute. All To the extent permitted by Law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Note Purchase Agreement, any other Note Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Note Purchase Agreement, the Notes any other Note Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guaranty, for guarantee securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor Grantors in respect of the Secured Obligations (or this Agreement other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes))in full. All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestSECTION 5.13.
Appears in 1 contract
Samples: Pledge and Collateral Agreement (Bird Global, Inc.)
Security Interest Absolute. All rights of the Secured PartiesNotes Collateral Agent hereunder, all Liens the Security Interests created hereby and all obligations of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Indenture, any other Notes Document, Other Pari Passu Lien Obligations Agreement, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the any other Notes Document, Other Pari Passu Lien Obligations Agreement or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Notes Security Agreement (Associated Materials, LLC)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest and all obligations of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Parity Lien Document, any agreement with respect to any of the Notes Parity Lien Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Parity Lien Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Parity Lien Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Parity Lien Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Parity Lien Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesChargee hereunder, all Liens the security interests created hereunder and all obligations of the Pledgor Company hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of this Debenture, the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from this Debenture, the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Document, agreement or instrument (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guaranty, for guarantee securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense defence (other than payment in full of the Secured Obligations) available to, or a discharge of, the Pledgor Company in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Debenture.
Appears in 1 contract
Security Interest Absolute. All In accordance with applicable laws, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase First Lien Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase First Lien Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral (except for dispositions of Collateral permitted pursuant to the terms of the First Lien Credit Agreement), or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: First Lien Guarantee and Collateral Agreement (Itc Deltacom Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Indenture Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Indenture Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the payment in full in cash of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Secured Debt Agreement, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Secured Debt Agreement or any other Transaction Documentagreement or instrument, in each case in accordance with its terms, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guaranty, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor or Guarantor in respect of the Secured Obligations or this Agreement (other than the payment a release of any Grantor or Guarantor in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesaccordance with Section 7.13)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Samples: Credit Agreement (Semtech Corp)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or ex-change, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 7.13, but without prejudice to reinstatement rights under Section 2.04 of the Guaranty, any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Assignment and Assumption (Performance Food Group Co)
Security Interest Absolute. The obligations of each Pledgor under this Pledge Agreement are independent of the obligations under any of the other Loan Documents, and a separate action or actions may be brought and prosecuted against the Pledgors to enforce this Pledge Agreement. All rights of the Secured PartiesLender hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any Loan Document, any agreement with respect to any of the Securities Purchase Agreement, the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreement, the Notes any Loan Document or any other Transaction Documentagreement or instrument, (iiic) any exchange exchange, release, amendment or release waiver of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent to or departure from from, any guaranty, guaranty for all or any of the Secured Obligations, (d) any change, restructuring or termination of the corporate structure or existence of any Pledgor or Issuer or (ive) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor Pledgors or any of them in respect of the Secured Obligations (other than the payment or in full respect of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Pledge Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Healthcomp Evaluation Services Corp)
Security Interest Absolute. All rights of the Secured PartiesParty, all Liens and all obligations of the Pledgor hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes Note or any other Transaction Document, (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or consent to any departure from the Securities Purchase Agreement, the Notes Note or any other Transaction Document, (iii) any exchange or release of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations, or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties Party under the Notes Note (including, without limitation, all principal, interest and fees related to the NotesNote)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Samples: Security Pledge Agreement (ETAO International Co., Ltd.)
Security Interest Absolute. All rights of the Secured Parties--------------------------- Collateral Agents hereunder, all Liens the Security Interests and all obligations of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreements any other Loan Document, any Hedging Agreement, any SunTrust Agreement, any other agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document, any Hedging Agreement, any SunTrust Document or any other Transaction Documentagreement or instrument, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes or any other Transaction Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreement, the Notes any other Transaction Document or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the security interest of the Collateral Agent and all obligations of the Pledgor Pledgors hereunder shall shall, to the extent permitted by law, be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document (other than this Pledge Agreement), any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document (other than this Pledge Agreement) or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Pledge Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Mentor Corp /Mn/)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest and all obligations of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (i) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Note Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Note Document or any other Transaction Documentagreement or instrument, (iii) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, (iv) the existence of any claim, set-off or other right which any Grantor may have at any time against any other Grantor, the Collateral Agent , any other Secured Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim or (ivv) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Security Agreement (Great Atlantic & Pacific Tea Co Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Term Loan Credit Agreement, any other Loan Document, any Pari Passu Agreement, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Term Loan Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional to the fullest extent permitted by applicable law irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Noteholder Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Noteholder Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guaranty, for guarantee securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Indenture Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Indenture Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the payment in full in cash of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesAdministrative Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guaranty, for guarantee securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Global Intercompany Consent Agreement (GoPro, Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Senior Secured Notes Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the any other Senior Secured Notes Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 8.13, but without prejudice to reinstatement rights under Article 11 of the Indenture (or such equivalent provision in any other Senior Secured Notes Document), any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Security Agreement (Dominion Textile (Usa), L.L.C.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a first-priority security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Notes Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Notes, the Notes Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the any other Notes Document or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Notes Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Notes Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesCollateral Trustee hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Financing Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Financing Document or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on Collateral or any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc.)
Security Interest Absolute. All rights of the Secured PartiesNotes Collateral Agent hereunder, all Liens the Security Interest, the security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Notes Document, any Other Second-Lien Obligations Documents, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the any other Notes Document, any Other Second-Lien Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and U.S. Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any Loan Document, any other agreement with respect to any of the Securities Purchase Agreement, the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreementany Loan Document, the Notes any Intercreditor Agreement or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance of such Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness contingent indemnification and reimbursement obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesfor which no claim has been made)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest and all obligations of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any other Security Document, the Securities Purchase Collateral Sharing Agreement, any Senior Loan Document, any Indenture Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Senior Loan Document, any other Security Document, the Securities Purchase Collateral Sharing Agreement, the Notes any Indenture Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All In accordance with applicable laws, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Second Lien Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Second Lien Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral (except for dispositions of Collateral permitted pursuant to the terms of the Second Lien Credit Agreement), or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Second Lien Guarantee and Collateral Agreement (Itc Deltacom Inc)
Security Interest Absolute. All rights of the Secured PartiesAdministrative Agent hereunder, all Liens the Security Interest, the grant of the security interest in the Pledged Collateral and all obligations of the Pledgor Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from from, the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral securing, or any release or amendment to or waiver of of, or any consent to any departure from from, any guarantyguarantee of, for all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor Grantor in respect of the Secured Obligations (or this Agreement, other than the payment in full of defense that the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interesthave been paid in cash in full.
Appears in 1 contract
Samples: Pledge and Security Agreement (Madison Square Garden Entertainment Corp.)
Security Interest Absolute. The obligations of each Pledgor under this Agreement are independent of the obligations under any of the other Loan Documents, and a separate action or actions may be brought and prosecuted against such Pledgor to enforce this Agreement. All rights of the Secured PartiesLender hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the Pledgor Pledgors hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any Loan Document, any agreement with respect to any of the Securities Purchase Agreement, the Notes Pledgor Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Pledgor Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreement, the Notes any Loan Document or any other Transaction Documentagreement or instrument, (iiic) any exchange exchange, release, amendment or release waiver of, or non-perfection of any Lien on any Collateral, or any release or amendment or waiver of or consent to or departure from from, any guaranty, guaranty for all or any of the Secured Pledgor Obligations, (d) any change, restructuring or termination of the corporate structure or existence of any Pledgor or Issuer or (ive) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor Pledgors or any of them in respect of the Secured Obligations (other than the payment in full of the Secured Pledgor Obligations or complete conversion to equity securities in respect of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Pledge Agreement (Simclar Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Intercreditor Agreement, the Notes Credit Agreement or any other Transaction Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of the payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Intercreditor Agreement, the Notes Credit Agreement, any other Loan Document, or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, any of the Pledgor 175 Pledgors in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Security Interest Absolute. The obligations of each Grantor under this Security Agreement are independent of the obligations under any of the other Loan Documents, and a separate action or actions may be brought and prosecuted against such Grantor to enforce this Security Agreement. All rights of the Secured PartiesLender hereunder, all Liens the security interest granted hereby, and all obligations Obligations of the Pledgor hereunder each Grantor hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any of the Securities Purchase AgreementLoan Documents, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any of the Securities Purchase Agreement, the Notes Loan Documents or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any other Collateral, or any release or release, amendment or waiver of of, or consent to or departure from from, any guaranty, guaranty for all or any of the Secured Obligations, or (ivd) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities in respect of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Security Agreement.
Appears in 1 contract
Samples: Security Agreement (Healthcomp Evaluation Services Corp)
Security Interest Absolute. All To the extent permitted by Law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guaranty, for guarantee securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (or this Agreement other than the payment in full of the Secured Obligations in full or complete conversion to equity securities a release of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein such Grantor or Security Interest in accordance with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestSection 5.13.
Appears in 1 contract
Samples: Collateral Agreement (Gogo Inc.)
Security Interest Absolute. All rights of the Secured PartiesCollateral Trustee hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the each Subsidiary Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes BFI Indenture, the AWNA Indenture, any other Loan Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Subsidiary Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Samples: Shared Collateral Pledge Agreement (Allied Waste Industries Inc)
Security Interest Absolute. All rights of the Secured PartiesCollateral Trustee hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any Other Credit Agreement, any Reimbursement Agreement, any other Financing Document, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any Other Credit Agreement, any Reimbursement Agreement, any other Financing Document or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on Collateral or any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (PPL Energy Supply LLC)
Security Interest Absolute. All rights of the Secured PartiesEuro Collateral Agent hereunder, all Liens the grant of a security interest in the Collateral and all obligations of the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, the Notes Euro Intercreditor Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes Euro Intercreditor Agreement, any other Loan Document or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest and all obligations of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document, or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from the Guaranty or any guarantyother guarantee, for securing or guaranteeing all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations or this Agreement (other than circumstances under which the payment principal of and interest on each Term Loan and all fees and other Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesfull)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Samples: Security Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Security Interest Absolute. All To the extent permitted by Law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase AgreementIndenture, any other Secured Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase AgreementIndenture, the Notes any other Secured Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 6.11, any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All To the extent permitted by Law, all rights of the Secured PartiesAdministrative Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document or the Notes Pari Passu Indenture, any agreement with respect to any of the Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, any other Loan Document or the Notes Pari Passu Indenture or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Term Loan Security Agreement (Prestige Brands Holdings, Inc.)
Security Interest Absolute. All rights of the Secured PartiesPledgee hereunder, all Liens the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Agreement, the Notes Credit Agreement or any other Transaction Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of the payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Loan Document, or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange exchange, release or release of, or non-perfection nonperfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the NotesObligations)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Samples: Control Agreement (RMR Asia Pacific Real Estate Fund)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase any Indenture Document, any Credit Agreement Document, any Other First Lien Agreement, the Notes Intercreditor Agreements, any agreement with respect to any of the Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase any Indenture Document, any Credit Agreement Document, any Other First Lien Agreement, the Notes Intercreditor Agreements or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Samples: Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Indenture, any other Indenture Document, any Other First Priority Agreement, any agreement with respect to any of the Notes Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Indenture, any other Indenture Document, any Other First Priority Agreement, the Notes Intercreditor Agreements or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Samples: Collateral Agreement (Momentive Specialty Chemicals Inc.)
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesNoteholder Representative hereunder, all Liens the Security Interest, the grant of the security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Agreement, any other Note Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from from, the Securities Purchase Agreement, any other Note Document, any agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral securing, or any release or amendment to or waiver of of, or any consent to any departure from from, any guarantyguarantee of, for all or any of the Secured Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Security Interest Absolute. All To the extent permitted by law, all rights of the Secured PartiesAgent hereunder, all Liens the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of the each Pledgor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Loan Document, any other agreement with respect to any of the Notes Secured Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, any other Loan Document, the Notes Intercreditor Agreements or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the any Pledgor in respect of the Secured Obligations or this Agreement (other than the a defense of payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notesperformance)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Sprouts Farmers Markets, LLC)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Indenture, any other Note Document, the Revolving Facility Agreement, any other Revolving Facility Document, any agreement with respect to any of the Notes Obligations, or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Indenture, any other Note Document, the Revolving Facility Agreement, the Notes any other Revolving Facility Document or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured Obligations, Obligations or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Security Agreement (Shea Homes Limited Partnership)
Security Interest Absolute. All rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interests created hereby and all obligations of the Pledgor Grantors hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of the Securities Purchase Credit Agreement, any other Credit Document, any Additional First Lien Agreement, any agreement with respect to any of the Notes First Lien Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured First Lien Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Credit Agreement, the Notes any other Credit Document, any Additional First Lien Agreement or any other Transaction Documentagreement or instrument, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral, or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured First Lien Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured First Lien Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
Samples: Junior Priority Intercreditor Agreement (MultiPlan Corp)
Security Interest Absolute. All In accordance with applicable laws, all rights of the Secured PartiesCollateral Agent hereunder, all Liens the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of the Pledgor each Grantor hereunder shall be absolute and unconditional irrespective of: of (ia) any lack of validity or enforceability of any First Lien Credit Document, any agreement with respect to any of the Securities Purchase Agreement, the Notes First Lien Obligations or any other Transaction Documentagreement or instrument relating to any of the foregoing, (iib) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Secured First Lien Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreement, the Notes any First Lien Credit Document or any other Transaction Documentagreement or instrument relating to the foregoing, (iiic) any exchange or exchange, release of, or non-perfection of any Lien on any Collateralother collateral (except for dispositions of Collateral permitted pursuant to the terms of the First Lien Credit Documents), or any release or amendment or waiver of or consent to under or departure from any guarantyguarantee, for securing or guaranteeing all or any of the Secured First Lien Obligations, or (ivd) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, the Pledgor any Grantor in respect of the Secured Obligations (other than the payment in full of the Secured First Lien Obligations or complete conversion to equity securities of the Company of all indebtedness obligations owed by the Company to the Secured Parties under the Notes (including, without limitation, all principal, interest and fees related to the Notes)). All authorizations and agencies contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interestthis Agreement.
Appears in 1 contract
