Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their respective successors, indorsees, transferees and assigns until all the First Lien Obligations (other than any contingent indemnity obligations not then due) under the Credit Documents and any Additional First Lien Agreements shall have been satisfied by payment in full (or all Letters of Credit Outstanding shall have been Cash Collateralized), the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement, any Secured Cash Management Agreement, Secured Hedge Agreement and any Additional First Lien Agreements the Credit Parties may be free from any First Lien Obligations. (b) Subject to the terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, a Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the “Obligations” (as defined in the Credit Agreement), if it ceases to be a U.S. Guarantor in accordance with Section 14.1 of the Credit Agreement and (y) as it relates to the First Lien Obligations under any Additional First Lien Agreement, if it ceases to be a guarantor under such Additional First Lien Agreement pursuant to any applicable provision(s) of such Additional First Lien Agreement. (c) Subject to any applicable terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, the Security Interest granted hereby in
Appears in 1 contract
Samples: Pledge Agreement pledge Agreement
Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their respective successors, indorsees, transferees and assigns until all the First Lien Obligations (other than any contingent indemnity obligations not then due) under the Credit Documents and any Additional First Lien Agreements shall have been satisfied by payment in full (or all Letters of Credit Outstanding shall have been Cash Collateralized)full, the Commitments shall be terminated and no Letters of Credit shall be outstandingoutstanding E-11 EAST\142256231.3 (or all Letters of Credit outstanding shall have been Cash Collateralized, otherwise collateralized with “back to back” letters of credit or otherwise supported on terms satisfactory to the Collateral Agent), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement, Secured Hedge Agreement and any Additional First Lien Agreements the Credit Parties may be free from any First Lien Secured Obligations. (b) Subject to the terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, a A Subsidiary Grantor Pledgor shall automatically be released from its obligations hereunder (x) as it relates and the Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Guarantor, subject to the “Obligations” (as defined in requirements of Section 14.1 of the Credit Agreement), if it ceases . (c) The Collateral shall be automatically released from the Liens of this Agreement (i) to be a U.S. Guarantor the extent provided for in accordance with Section 14.1 of the Credit Agreement and or (yii) as it relates upon the effectiveness of any written consent to the First Lien Obligations under any Additional First Lien Agreement, if it ceases to be a guarantor under release of the security interest granted in such Additional First Lien Agreement Collateral pursuant to Section 14.1 of the Credit Agreement. Any such release in connection with any applicable provision(s) sale, transfer or other disposition of such Additional First Lien Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c) Subject ), the Collateral Agent shall execute and deliver to any applicable terms Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, the Security Interest granted hereby inCollateral Agent. 15.
Appears in 1 contract
Samples: Pledge Agreement
Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their -11- respective successors, indorsees, transferees and assigns until all the First Lien Obligations (other than any contingent indemnity obligations not then due) under the Credit Documents and any Additional First Lien Agreements shall have been satisfied by payment in full (or all Letters of Credit Outstanding shall have been Cash Collateralized)full, the Commitments shall be terminated and no Letters of Credit shall be outstandingoutstanding (or all Letters of Credit outstanding shall have been Cash Collateralized, otherwise collateralized with “back to back” letters of credit or otherwise supported on terms satisfactory to the Collateral Agent), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement, Secured Hedge Agreement and any Additional First Lien Agreements the Credit Parties may be free from any First Lien Secured Obligations. (b) Subject to the terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, a A Subsidiary Grantor Pledgor shall automatically be released from its obligations hereunder (x) as it relates and the Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary Pledgor ceasing to be a Guarantor, subject to the “Obligations” (as defined in requirements of Section 14.1 of the Credit Agreement), if it ceases . (c) The Collateral shall be automatically released from the Liens of this Agreement (i) to be a U.S. Guarantor the extent provided for in accordance with Section 14.1 of the Credit Agreement and or (yii) as it relates upon the effectiveness of any written consent to the First Lien Obligations under any Additional First Lien Agreement, if it ceases to be a guarantor under release of the security interest granted in such Additional First Lien Agreement Collateral pursuant to Section 14.1 of the Credit Agreement. Any such release in connection with any applicable provision(s) sale, transfer or other disposition of such Additional First Lien Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Liens of this Agreement. (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b) or (c) Subject ), the Collateral Agent shall execute and deliver to any applicable terms Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, the Security Interest granted hereby inCollateral Agent. 15.
Appears in 1 contract
Samples: Pledge Agreement
Continuing Security Interest; Assignments Under the Credit Agreement; Release. (a) This Pledge Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor Grantor and the successors and assigns thereof, thereof and shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the First Lien Obligations Credit Documents (other than any contingent indemnity obligations not then due) and the obligations of each Grantor under the Credit Documents and any Additional First Lien Agreements this Security Agreement shall have been satisfied by payment in full (or all Letters of Credit Outstanding shall have been Cash Collateralized)full, the Commitments shall be terminated and no Letters of Credit shall be outstandingoutstanding (or all such Letters of Credit shall have been Cash Collateralized), notwithstanding that from time to time during the term of the Credit Agreement, Agreement and any Secured Cash Management Agreement, Secured Hedge Agreement and any Additional First Lien Agreements the Credit Parties may be free from any First Lien Secured Obligations. (b) Subject to the terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, a A Subsidiary Grantor shall automatically be released from its obligations hereunder (x) as it relates to the “Obligations” (as defined in the Credit Agreement), if it ceases to be a U.S. Guarantor Guarantor, subject to the requirements of Section 14.1 of the Credit Agreement. (c) The Security Interest granted hereby in accordance with any Collateral shall automatically be released (i) to the extent provided in Section 14.1 of the Credit Agreement and or (yii) as it relates upon the effectiveness of any written consent to the First Lien Obligations under any Additional First Lien Agreement, if it ceases to be a guarantor under such Additional First Lien Agreement pursuant to any applicable provision(s) release of such Additional First Lien Agreement. (c) Subject to any applicable terms of the First Lien Intercreditor Agreement on and after the First Lien Intercreditor Effective Date, the Security Interest granted hereby inin such Collateral pursuant to Section 14.1 of the Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created hereby. (d) In connection with any termination or release pursuant to this Section 6.5 (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. F-20 EAST\142256231.3 Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent. 6.6
Appears in 1 contract
Samples: Pledge Agreement
