EFFECTIVENESS OF COLLATERAL. 7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement. 7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement. 7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations. 7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person. 7.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights. 7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by: 7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents; 7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations; 7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or 7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law. 7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code. 7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 5 contracts
Samples: Pledge Over Shares Agreement (RenPac Holdings Inc.), Pledge Over Shares Agreement (RenPac Holdings Inc.), Pledge Over Shares Agreement (RenPac Holdings Inc.)
EFFECTIVENESS OF COLLATERAL. 7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreementby the express written release thereof granted by the Collateral Agent.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 7.3 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Secured Parties or the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent Secured Parties or the Secured Parties collateral Agent may now or at any time in the future have from or against the Pledgor or any other person.
7.5 7.4 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereofhereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 7.5 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 7.5.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties Obligor under any other Loan Documents;
7.6.2 7.5.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 7.5.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; oror .
7.6.4 7.5.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 7.6 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to 7.7 Neither the terms of the Principal Finance Documents, neither the Collateral AgentSecured Parties, nor the Secured Parties Collateral Agent or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 3 contracts
Samples: Term Loan Credit Agreement, Term Loan Security Agreement (International Lease Finance Corp), Term Loan Credit Agreement (International Lease Finance Corp)
EFFECTIVENESS OF COLLATERAL. 7.1 11.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate partial payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged the Security Agent releases the Pledges in accordance with Clause 7.2 of this Pledge Agreement9.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 11.2 The Pledge shall be cumulative, in addition to, to and independent of every other security which the Collateral Security Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Secured Creditors or the Security Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 11.3 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent Secured Creditors or the Secured Parties Security Agent in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties they may now or at any time in the future have from or against the Pledgor or any other personperson having granted security for the Secured Obligations.
7.5 11.4 No failure on the part of the Collateral Security Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its the rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect 11.5 None of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent Creditors or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties Security Agent or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio Assets or (c) the realisation of all or any part of the Pledged PortfolioAssets, except in the case of bad faith, gross negligence or wilful misconduct default upon their its part.
11.6 The Pledgor hereby expressly renounces the benefit of article 2037 of the Luxembourg Civil Code.
Appears in 3 contracts
Samples: Project Facility Agreement (Mercer International Inc.), Loan Agreement (Mercer International Inc), Project Financing Facility Agreement (Mercer International Inc)
EFFECTIVENESS OF COLLATERAL. 7.1 1. The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with the terms of Clause 7.2 of this Pledge Agreement.
7.2 2. The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 3. The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 4. This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Secured Parties or the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Secured Parties or the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 5. No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 6. Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 1. any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties Party under any other Loan Documents;
7.6.2 2. any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 3. any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 4. any other act, event or omission which, but for this Clause 7.57.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 7. For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 8. Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties nor Collateral Agent or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio Accounts Claims or the Accounts or (c) the realisation of all or any part of the Pledged PortfolioAccounts Claims or the Accounts, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 2 contracts
Samples: Account Pledge Agreement (Reynolds Group Holdings LTD), Pledge Agreement (Reynolds Group Holdings LTD)
EFFECTIVENESS OF COLLATERAL. 7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.57.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 2 contracts
Samples: Pledge Agreement (Beverage Packaging Holdings (Luxembourg) v S.A.), Pledge Over Shares Agreement (Beverage Packaging Holdings (Luxembourg) v S.A.)
EFFECTIVENESS OF COLLATERAL. 7.1 1. The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 2. The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 3. The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 4. This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 5. No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 6. Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 1. any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 2. any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 3. any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 4. any other act, event or omission which, but for this Clause 7.57.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 7. For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 8. Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 2 contracts
Samples: Share Pledge Agreement (Reynolds Group Holdings LTD), Share Pledge Agreement (Reynolds Group Holdings LTD)
EFFECTIVENESS OF COLLATERAL. 7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 2 contracts
Samples: Pledge Over Shares Agreement (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.), Pledge Over Shares Agreement (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.)
EFFECTIVENESS OF COLLATERAL. 7.1 11.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 The security collateral constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge Rights shall be cumulative, in addition to, to and independent of every other security which the Collateral Agent and the Secured Parties Security Trustee may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law law. No prior security held by the Security Trustee over the whole or any part of the Charged Portfolio shall merge into the collateral hereby constituted.
11.2 This Agreement shall remain in full force and effect as a continuing arrangement unless and until the Security Trustee discharges it and shall not operate so as in cease by reason of any way to prejudice intermediate payment or affect satisfaction of all or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and of the Secured Parties may now Obligations or for any other reason: however, if the obligations of the Chargor under this Agreement cease to be continuing for any reason, the liability of the Chargor at the date of such cessation shall remain, regardless of any time subsequent increase or reduction in the future have in respect of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 11.3 No failure on the part of the Collateral Agent or the Secured Parties Security Trustee to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement Collateral Right shall operate as a waiver thereof, nor shall any single or partial exercise of any such right a Collateral Right preclude any further or other exercise of that or any other rightsCollateral Right.
7.6 Neither the obligations 11.4 The Security Trustee shall not be obliged to make any demand of the Pledgor contained Corgi Classics, to take any action or obtain judgment in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent any court against Corgi Classics or the Secured Parties by this Pledge Agreement to make or by law, nor the Pledge created hereby shall be discharged, impaired file any proof or otherwise affected by:
7.6.1 any amendment to, claim in a liquidation or any variation, waiver insolvency of Corgi Classics or release of, any Secured Obligation to enforce or of the obligations of any Loan Parties under seek to enforce any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;Obligations before exercising any Collateral Right.
7.6.3 11.5 If, at any failure to realise time, any provision of this Agreement is or fully to realise becomes illegal, invalid or unenforceable in any respect under the value oflaw of any jurisdiction, the legality, validity or enforceability of (a) the remaining provisions of this Agreement and (b) such provisions under the law of any other jurisdiction shall not in any way be affected or impaired thereby.
11.6 None of the Security Trustee, its nominee(s) or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for receiver appointed pursuant to this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents Agreement shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Charged Portfolio or (c) the taking possession or realisation of all or any part of the Pledged Charged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct default upon their its part.
11.7 So long as the Chargor is under any actual or contingent obligation in respect of the Secured Obligations, the Chargor shall not exercise any right which it may at any time have, by reason of the performance of its obligations under this Agreement, to be indemnified by Corgi Classics or to claim any contribution from any other person or to take the benefit (whether by subrogation or otherwise) of any right, entitlement, interest or remedy which the Security Trustee may hold in relation to the Secured Obligations.
11.8 The Chargor will not accept or permit to subsist any collateral from Corgi Classics or any other person in respect of any rights the Chargor may have arising out of this Agreement: if, despite the foregoing, any such collateral shall be accepted or subsisting,
Appears in 1 contract
EFFECTIVENESS OF COLLATERAL. 7.1 8.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreementexpressly released by the Secured Party.
7.2 8.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) discharged by the Collateral Agent at express release thereof granted by the Secured Party which the Secured Party shall be obliged to grant (and in which respect it shall take all necessary action) upon first request and cost of the Pledgor, upon after the Secured Obligations being irrevocably paid or discharged in full has been discharged. The Secured Party shall inform the Company of such release and none instruct it to record the release of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to Pledge in the Pledgor or any other person under any Company’s register of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreementshareholders.
7.3 8.3 The Pledge shall be cumulative, in addition to, to and independent of every other security which the Collateral Agent and the Secured Parties Party may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties Party may now or at any time in the future have in respect of the Secured Obligations.
7.4 8.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties Party in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties Party may now or at any time in the future have from or against the Pledgor or any other person.
7.5 8.5 No failure on the part of the Collateral Agent or the Secured Parties Party to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 Neither 8.6 If, at any time, any provision of this Pledge Agreement is or becomes illegal, invalid or unenforceable in any respect under the obligations law of any jurisdiction, neither the legality, validity or enforceability of the Pledgor contained in remaining provisions of this Pledge Agreement nor of such provisions under the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations law of any Loan Parties under other jurisdiction shall in any other Loan Documents;way be affected or impaired thereby.
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect 8.7 None of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties Party or any of their its agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct default upon their its part.
Appears in 1 contract
EFFECTIVENESS OF COLLATERAL. 7.1 10.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 The security collateral constituted by this Pledge Agreement shall be released Deed and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge Rights shall be cumulative, in addition toto and independent of, and independent not exclusive of every other security which the Collateral Agent and the Secured Parties Chargee may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law law. No prior security held by the Chargee over the whole or any part of the Charged Portfolio shall merge into the collateral hereby constituted.
10.2 The collateral constituted by this Deed and the Collateral Rights shall rank and will at all times rank ahead of any other present or future security on or over the Charged Portfolio or any part thereof.
10.3 This Deed shall remain in full force and effect as a continuing arrangement and no part of the Charged Portfolio shall be redeemable unless and until the Chargee discharges it and shall not operate so as in cease by reason of any way to prejudice partial payment or affect satisfaction of all or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and of the Secured Parties may now Obligations or for any other reason. However, if the obligations of the Chargor under this Deed cease to be continuing for any reason, the liability of the Chargor at the date of such cessation shall remain, regardless of any time subsequent increase or reduction in the future have in respect of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 10.4 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement Collateral Right shall operate as a waiver thereof, nor shall any single or partial exercise of any such right a Collateral Right preclude any further or other exercise of that or any other rightsCollateral Right. Any waiver or consent given by the Chargee under this Deed shall be in writing and may be given subject to such conditions as the Chargee may impose. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given.
7.6 Neither the obligations 10.5 The Chargee shall not be obliged to make any demand of any person, to take any action or obtain judgment in any court against any person or to make or file any proof or claim in a liquidation or insolvency of any person or to enforce or seek to enforce any other security in respect of the Pledgor contained in this Pledge Agreement nor Secured Obligations before exercising any Collateral Right.
10.6 So long as the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties Chargor is under any other Loan Documents;
7.6.2 any failure to take, actual or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken contingent obligation in respect of the Secured Obligations;, the Chargor shall not exercise any right which it may at any time have, by reason of the performance of its obligations under this Deed, to be indemnified by any person or to claim any contribution from any other person or to take the benefit (whether by subrogation or otherwise) of any right, entitlement, interest or remedy which the Chargee may hold in relation to the Secured Obligations.
7.6.3 10.7 The Chargor will not accept or permit to subsist any failure to realise or fully to realise the value of, collateral from any person or any release, discharge, exchange or substitution of, any security taken other person in respect of any rights the Secured Obligations; orChargor may have arising out of this Deed. If, despite the foregoing, any such collateral shall be accepted or subsisting, the Chargor acknowledges that the Chargor’s rights under such collateral shall be held on trust for the Chargee.
7.6.4 10.8 Any settlement or discharge under this Deed shall be conditional upon no security or payment to the Chargee by or on behalf of the Chargor or any other actperson being avoided or reduced by virtue of any bankruptcy, event insolvency, liquidation or omission whichsimilar laws of general application and shall in those circumstances be void.
10.9 If the Chargee receives a payment that is insufficient to discharge all the amounts then secured by this Deed, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of such amounts then being due and payable by the obligations of the Pledgor contained in this Pledge AgreementBorrower, the rights, powers and remedies conferred upon Chargee shall apply such payments as are received in such order as the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by lawChargee may in their sole discretion determine.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 1 contract
Samples: Deed of Charge (Zuoan Fashion LTD)
EFFECTIVENESS OF COLLATERAL. 7.1 6.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with the terms of Clause 7.2 6.2 of this the Pledge Agreement.
7.2 6.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 6.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 6.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Secured Parties or the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Secured Parties or the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 6.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 6.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 6.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties Party under any other Loan Documents;
7.6.2 6.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 6.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 6.6.4 any other act, event or omission which, but for this Clause 7.56.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 6.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 6.8 Subject to the terms of the Principal Finance Documents, neither the Collateral AgentSecured Parties, nor the Secured Parties Collateral Agent or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio Claims or (c) the realisation of all or any part of the Pledged PortfolioClaims, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 1 contract
EFFECTIVENESS OF COLLATERAL. 7.1 10.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 The security collateral constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge Rights shall be cumulative, in addition to, to and independent of every other security which the Collateral Agent and the Secured Parties Trustee may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in law. No prior security held by the Trustee over the whole or any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect part of the Secured ObligationsCharged Portfolio shall merge into the collateral constituted by this Agreement.
7.4 10.2 This Pledge Agreement shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by remain in full force and effect as a continuing arrangement unless and until the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other personTrustee discharges it.
7.5 10.3 No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercisingTrustee, any of its rights under this Pledge Agreement Collateral Right shall operate as a waiver thereofwaiver, nor shall any single or partial exercise of any such right preclude a Collateral Right prevent any further or other exercise of that or any other rightsCollateral Right.
7.6 Neither 10.4 If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the obligations law of any jurisdiction, neither the legality, validity or enforceability of the Pledgor contained in remaining provisions of this Pledge Agreement nor the rightslegality, powers validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
10.5 The Trustee shall, at the request and remedies conferred cost of the Chargor, cancel the security granted by this Agreement, and execute a release, in each case in respect of:
(a) any portion of the Charged Portfolio upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or disposal of such portion of the obligations of any Loan Parties Charged Portfolio, provided that such disposal is permitted under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither Indenture;
(b) the Collateral Agent, nor whole of the Charged Portfolio upon the Secured Parties Obligations being discharged in full; and
(c) the whole of the Charged Portfolio in the event of the Secured Obligations being defeased in full in accordance with section 8 of the Indenture,
(d) any such release to be without recourse to, and without any representations or warranties by, the Trustee.
10.6 None of the Trustee, its nominee(s) or any of their agents receiver appointed pursuant to this Agreement shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Charged Portfolio or (c) the taking possession or realisation of all or any part of the Pledged Charged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct default upon their its part.
Appears in 1 contract
Samples: Security Over Shares Agreement (Kronos International Inc)
EFFECTIVENESS OF COLLATERAL. 7.1 11.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate partial payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged the Security Agent releases the Pledges in accordance with Clause 7.2 of this Pledge Agreement9.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 11.2 The Pledge shall be cumulative, in addition to, to and independent of every other security which the Collateral Security Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Secured Creditors or the Security Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 11.3 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent Secured Creditors or the Secured Parties Security Agent in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties they may now or at any time in the future have from or against the Pledgor or any other personperson having granted security for the Secured Obligations.
7.5 11.4 No failure on the part of the Collateral Security Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its the rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect 11.5 None of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent Creditors or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties Security Agent or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio Assets or (c) the realisation of all or any part of the Pledged PortfolioAssets, except in the case of bad faith, gross negligence or wilful misconduct default upon their its part.
11.6 The Pledgor hereby expressly renounces the benefit of article 2037 of the Luxembourg Civil Code. 153
Appears in 1 contract
Samples: Project Financing Facility Agreement
EFFECTIVENESS OF COLLATERAL. 7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged by the express written release thereof granted by the Third Priority Security Agent or in accordance with Clause 7.2 the terms of this Pledge Agreementthe Intercreditor Arrangements and the Third Ranking Finance Documents.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Third Priority Security Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Third Priority Security Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 7.3 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Third Priority Security Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Third Priority Security Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 7.4 No failure on the part of the Collateral Third Priority Security Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 7.5 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Third Priority Security Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 7.5.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties Obligor under any other Loan DocumentsThird-Ranking Finance Documents and the Intercreditor Agreement;
7.6.2 7.5.2 any failure to take, or fully to take, any security contemplated by the Loan Third-Ranking Finance Documents and the Intercreditor Agreement or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 7.5.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 7.5.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Third Priority Security Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 7.6 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to 7.7 Neither the terms of the Principal Finance Documents, neither the Collateral Third Priority Security Agent, nor the Secured Parties or any of their agents shall be liable to the Pledgor by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 1 contract
Samples: Third Ranking Pledge Over Shares Agreement (RenPac Holdings Inc.)
EFFECTIVENESS OF COLLATERAL. 7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged by the express written release thereof granted by the Second Priority Security Agent or in accordance with Clause 7.2 the terms of this Pledge Agreementthe Intercreditor Arrangements and the Second Ranking Finance Documents.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Second Priority Security Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Second Priority Security Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 7.3 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Second Priority Security Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Second Priority Security Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 7.4 No failure on the part of the Collateral Second Priority Security Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 7.5 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Second Priority Security Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 7.5.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties Obligor under any other Loan DocumentsSecond-Ranking Finance Documents and the Intercreditor Agreement;
7.6.2 7.5.2 any failure to take, or fully to take, any security contemplated by the Loan Second-Ranking Finance Documents and the Intercreditor Agreement or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 7.5.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 7.5.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Second Priority Security Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 7.6 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to 7.7 Neither the terms of the Principal Finance Documents, neither the Collateral Second Priority Security Agent, nor the Secured Parties or any of their agents shall be liable to the Pledgor by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 1 contract
Samples: Second Ranking Pledge Over Shares Agreement (RenPac Holdings Inc.)
EFFECTIVENESS OF COLLATERAL. 7.1 12.1 The Pledge shall be a continuing security Security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge Rights shall be cumulative, in addition to, to and independent of every other security which the Collateral Agent and the any Secured Parties Party may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law law. No prior security held by any Secured Party over the whole or any part of the Pledged Portfolio shall merge into the Security.
12.2 This Agreement shall remain in full force and effect as a continuing arrangement unless and until the Secured Parties discharge it and shall not operate so as in cease by reason of any way intermediate payment or satisfaction of all or any of the Obligations or for any other reason: however, if the obligations of the Pledgor under this Agreement cease to prejudice be continuing for any reason, the liability of the Pledgor at the date of such cessation shall remain, regardless of any subsequent increase or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time reduction in the future have in respect of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 12.3 No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or the any Secured Parties to exercise, or delay on its part in exercisingParty, any of its rights under this Pledge Agreement Collateral Right shall operate as a waiver thereofwaiver, nor shall any single or partial exercise of any such right preclude a Collateral Right prevent any further or other exercise of that or any other rightsCollateral Right.
7.6 Neither 12.4 No Secured Party shall be obliged to make any demand of the obligations Pledgor, to take any action or obtain judgment in any court against the Pledgor or to make or file any proof or claim in a liquidation or insolvency of the Pledgor contained or to enforce or seek to enforce any other security in respect of the Obligations before exercising any Collateral Right.
12.5 So long as the Pledgor is under any actual or contingent obligation in respect of the Obligations, the Pledgor shall not exercise any right which it may at any time have, by reason of the performance of its obligations under this Pledge Agreement nor Agreement, to be indemnified by any Loan Party, claim any contribution from, any person or to take the rightsbenefit (whether by subrogation or otherwise) of any right, powers and remedies conferred upon entitlement, interest or remedy which the Collateral Agent or any Beneficiary may hold in relation to the Secured Parties by this Pledge Agreement Obligations.
12.6 The Pledgor shall not accept or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 permit to subsist any amendment to, collateral from any Loan Party or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken person in respect of any rights the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value ofPledgor may have arising out of this Agreement: if, or any release, discharge, exchange or substitution ofdespite this provision, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event such collateral shall be accepted or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubtsubsisting, the Pledgor hereby waives any acknowledges that the Pledgor’s rights arising under such collateral shall be held on trust for it now or in the future (if any) under Article 2037 of the Luxembourg Civil CodeCollateral Agent.
7.8 Subject to the terms 12.7 None of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties its nominee(s) or any of their agents Delegate appointed pursuant to this Agreement shall be liable by reason of (ai) taking any action permitted by this Pledge Agreement or (bii) any neglect or default in connection with the Pledged Portfolio or (ciii) the taking possession or realisation of all or any part of the Pledged Portfolio, except to the extent provided in the case of bad faith, gross negligence or wilful misconduct upon their partPrincipal Finance Documents.
Appears in 1 contract
Samples: Blanket Security Over Shares Agreement (RenPac Holdings Inc.)
EFFECTIVENESS OF COLLATERAL. 7.1 12.1 The Pledge shall be a continuing security Security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge Rights shall be cumulative, in addition to, to and independent of every other security which the Collateral Agent and the any Secured Parties Party may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law law. No prior security held by any Secured Party over the whole or any part of the Pledged Portfolio shall merge into the Security.
12.2 This Agreement shall remain in full force and effect as a continuing arrangement unless and until the Secured Parties discharge it and shall not operate so as in cease by reason of any way intermediate payment or satisfaction of all or any of the Obligations or for any other reason: however, if the obligations of the Pledgor under this Agreement cease to prejudice be continuing for any reason, the liability of the Pledgor at the date of such cessation shall remain, regardless of any subsequent increase or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time reduction in the future have in respect of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 12.3 No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or the any Secured Parties to exercise, or delay on its part in exercisingParty, any of its rights under this Pledge Agreement Collateral Right shall operate as a waiver thereofwaiver, nor shall any single or partial exercise of any such right preclude a Collateral Right prevent any further or other exercise of that or any other rightsCollateral Right.
7.6 Neither 12.4 No Secured Party shall be obliged to make any demand of the obligations Pledgor, to take any action or obtain judgment in any court against the Pledgor or to make or file any proof or claim in a liquidation or insolvency of the Pledgor contained or to enforce or seek to enforce any other security in respect of the Obligations before exercising any Collateral Right.
12.5 So long as the Pledgor is under any actual or contingent obligation in respect of the Obligations, the Pledgor shall not exercise any right which it may at any time have, by reason of the performance of its obligations under this Pledge Agreement nor Agreement, to be indemnified by any Loan Party, claim any contribution from, any person or to take the rightsbenefit (whether by subrogation or otherwise) of any right, powers and remedies conferred upon entitlement, interest or remedy which the Collateral Agent or any Beneficiary may hold in relation to the Secured Parties by this Pledge Agreement Obligations.
12.6 The Pledgor shall not accept or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 permit to subsist any amendment to, collateral from any Loan Party or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken person in respect of any rights the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value ofPledgor may have arising out of this Agreement: if, or any release, discharge, exchange or substitution ofdespite this provision, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event such collateral shall be accepted or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubtsubsisting, the Pledgor hereby waives any acknowledges that the Pledgor' s rights arising under such collateral shall be held on trust for it now or in the future (if any) under Article 2037 of the Luxembourg Civil CodeCollateral Agent.
7.8 Subject to the terms 12.7 None of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties its nominee(s) or any of their agents Delegate appointed pursuant to this Agreement shall be liable by reason of (ai) taking any action permitted by this Pledge Agreement or (bii) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.or
Appears in 1 contract
Samples: Blanket Security Over Shares Agreement (Reynolds Group Holdings LTD)
EFFECTIVENESS OF COLLATERAL. 7.1 10.1 The Pledge obligations of the Chargor and the Collateral Rights shall not be discharged, impaired or otherwise affected by:
(A) any winding-up, dissolution, administration or re-organisation of or other change in the Chargor or any other person;
(B) any of the Secured Obligations being at any time illegal, invalid, unenforceable or ineffective;
(C) any time or other indulgence being granted to the Chargor any other person;
(D) any amendment, variation, waiver or release of any of the Secured Obligations;
(E) any failure to take or failure to realise the value of any other collateral in respect of the Secured Obligations or any release, discharge, exchange or substitution of any such collateral; or
(F) any other act, event or omission which but for this provision would or might operate to impair, discharge or otherwise affect the obligations of the Chargor hereunder.
10.2 The collateral constituted by this Agreement and the Collateral Rights shall be cumulative, in addition to and independent of every other security which the Secured Party may at any time hold for the Secured Obligations or any rights, powers and remedies provided by law. No prior security held by the Secured Party over the whole or any part of the Charged Portfolio shall merge into the collateral hereby constituted.
10.3 No failure on the part of the Secured Party to exercise, or delay on its part in exercising, any Collateral Right shall operate as a continuing waiver thereof, nor shall any single or partial exercise of a Collateral Right preclude any further or other exercise of that or any other Collateral Right.
10.4 The security created by or pursuant to this Agreement and the Collateral Rights shall not be prejudiced by any unenforceability or invalidity of any other agreement or document or by any time or indulgence granted to the Chargor or any other person or by any other thing which might otherwise prejudice that security or any Collateral Right.
10.5 If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability of (a) the remaining provisions of this Agreement and (b) such provisions under the law of any other jurisdiction shall not in any way be affected or impaired thereby.
10.6 None of the Secured Party, its nominee(s) or any receiver appointed pursuant to this Agreement shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the Charged Portfolio or (c) the taking possession or realisation of all or any part of the Charged Portfolio, except in the case of gross negligence or wilful default upon its part and shall not be considered liable to account as satisfied a mortgagee in possession.
10.7 Any settlement or discharged discharge hereunder shall be conditional upon no security or prejudiced payment to the Secured Party by, or on behalf of, the Chargor being avoided or reduced by any intermediate payment, satisfaction or settlement virtue of any part bankruptcy, insolvency, liquidation or similar laws of the Secured Obligations general application and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.those circumstances be void
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon 10.8 Upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties Party not being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor Chargor or any other person under any of the Loan Finance Documents; , the Secured Party shall, at the request and cost of the Chargor, release and cancel the security constituted by this Agreement, in each case subject to clause 10.7 and without recourse to, or (b) in accordance with, and to the extent required any representation or warranty by, the First Lien Intercreditor AgreementSecured Party or any of its nominees.
7.3 10.9 The Pledge security constituted by this Agreement shall be cumulative, in addition to, continuing security and independent will extend to the ultimate balance of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations regardless of any intermediate payment or satisfaction of the whole or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect part of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 1 contract
EFFECTIVENESS OF COLLATERAL. 7.1 6.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with the terms of Clause 7.2 6.2 of this the Pledge Agreement.
7.2 6.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 6.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 6.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Secured Parties or the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Secured Parties or the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 6.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 6.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 6.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 6.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 6.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 6.6.4 any other act, event or omission which, but for this Clause 7.56.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 6.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 6.8 Subject to the terms of the Principal Finance Documents, neither the Collateral AgentSecured Parties, nor the Secured Parties Collateral Agent or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio Claims or (c) the realisation of all or any part of the Pledged PortfolioClaims, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 1 contract
Samples: Pledge Over Receivables Agreement (Beverage Packaging Holdings (Luxembourg) v S.A.)
EFFECTIVENESS OF COLLATERAL. 7.1 11.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 The security collateral constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge Rights shall be cumulative, in addition to, to and independent of every other security which the Collateral Agent and the Secured Parties Security Trustee may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law law. No prior security held by the Security Trustee over the whole or any part of the Charged Portfolio shall merge into the collateral hereby constituted.
11.2 This Agreement shall remain in full force and effect as a continuing arrangement unless and until the Security Trustee discharges it and shall not operate so as in cease by reason of any way to prejudice intermediate payment or affect satisfaction of all or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and of the Secured Parties may now Obligations or for any other reason: however, if the obligations of the Chargor under this Agreement cease to be continuing for any reason, the liability of the Chargor at the date of such cessation shall remain, regardless of any time subsequent increase or reduction in the future have in respect of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 11.3 No failure on the part of the Collateral Agent or the Secured Parties Security Trustee to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement Collateral Right shall operate as a waiver thereof, nor shall any single or partial exercise of any such right a Collateral Right preclude any further or other exercise of that or any other rightsCollateral Right.
7.6 Neither the obligations 11.4 The Security Trustee shall not be obliged to make any demand of the Pledgor contained Corgi Classics Holdings, to take any action or obtain judgment in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent any court against Corgi Classics Holdings or the Secured Parties by this Pledge Agreement to make or by law, nor the Pledge created hereby shall be discharged, impaired file any proof or otherwise affected by:
7.6.1 any amendment to, claim in a liquidation or any variation, waiver insolvency of Corgi Classics Holdings or release of, any Secured Obligation to enforce or of the obligations of any Loan Parties under seek to enforce any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;Obligations before exercising any Collateral Right.
7.6.3 11.5 If, at any failure to realise time, any provision of this Agreement is or fully to realise becomes illegal, invalid or unenforceable in any respect under the value oflaw of any jurisdiction, the legality, validity or enforceability of (a) the remaining provisions of this Agreement and (b) such provisions under the law of any other jurisdiction shall not in any way be affected or impaired thereby.
11.6 None of the Security Trustee, its nominee(s) or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for receiver appointed pursuant to this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents Agreement shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Charged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.)
Appears in 1 contract
EFFECTIVENESS OF COLLATERAL. 7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 13.1 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge Rights shall be cumulative, in addition to, to and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any law. No prior security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay held by the Collateral Agent over the whole or any part of the Secured Parties Charged Portfolio shall merge into the security constituted by this Agreement.
13.2 This Agreement and the security created hereunder shall remain in perfecting or enforcing any full force and effect as a continuing arrangement and continuing security interest or rights or remedies that unless and until the Collateral Agent discharges them and shall not cease by reason of any intermediate payment or satisfaction of all or any of the Secured Parties may now Obligations or for any other reason; however, if the obligations of the Chargor under this Agreement cease to be continuing for any reason, the liability of the Chargor at the date of such cessation shall remain, regardless of any time subsequent increase or reduction in the future have from or against the Pledgor or any other personObligations.
7.5 13.3 No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercisingAgent, any of its rights under this Pledge Agreement Collateral Right shall operate as a waiver thereofwaiver, nor shall any single or partial exercise of any such right preclude a Collateral Right prevent any further or other exercise of that or any other rightsCollateral Right.
7.6 Neither 13.4 If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the obligations law of any jurisdiction, neither the legality, validity or enforceability of the Pledgor contained in remaining provisions of this Pledge Agreement nor the rightslegality, powers validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
13.5 Upon the Obligations being discharged in full and remedies conferred upon the Collateral Agent or and the Secured Parties having no further actual or contingent obligations under any of the Loan Documents, the Collateral Agent shall, at the request and cost of the Chargor, cancel the security granted by this Pledge Agreement or by law, nor and release from that security the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment Charged Portfolio without recourse to, or any variation, waiver representations or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreementwarranties by, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by lawAgent.
7.7 For the avoidance 13.6 None of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties its nominee(s) or any of their agents Receiver appointed pursuant to this Agreement shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Charged Portfolio or (c) the taking possession or realisation of all or any part of the Pledged Charged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their its part.
13.7 The Collateral Agent shall not be obliged, before exercising any Collateral Right as against the Chargor, to make any demand of any Loan Party or any other person, to take any action or obtain judgment in any court against any Loan Party or any other person or to make or file any proof or claim in a liquidation, bankruptcy or insolvency of any Loan Party or any other person or to enforce or seek to enforce any other security in respect of the Obligations (including without limitation any Collateral Right as against the Chargor).
13.8 So long as the Chargor is under any actual or contingent obligation in respect of the Obligations, the Chargor shall not exercise any right which it may at any time have, by reason of the performance of its obligations under this Agreement, to be indemnified by any Loan Party or any other person or to claim any contribution from any other person or to take the benefit (whether by subrogation or otherwise) of any right, entitlement, interest or remedy which the Collateral Agent may hold in relation to any or all of the Obligations.
13.9 The Chargor shall not accept or permit to subsist any collateral from any Loan Party or any other person in respect of any rights the Chargor may have arising out of this Agreement or the performance hereof. Notwithstanding the foregoing if, any such collateral shall be accepted or subsisting, the Chargor acknowledges that the Chargor’s rights under such collateral shall be held on trust for the Collateral Agent.
13.10 Any release, redemption settlement or discharge hereunder in relation to the Chargor shall be conditional upon no security or payment to the Collateral Agent by or on behalf of any Loan Party or the Chargor being avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws of general application and shall in those circumstances be void. In the event of such avoidance or reduction, the Collateral Agent shall be entitled to enforce the provisions of this Agreement against the Chargor and to exercise the rights and powers herein as if such release, redemption, settlement or discharge had not occurred.
13.11 The Collateral Agent declares that it shall hold the security constituted by this Agreement on trust for those entities which are from time to time Secured Parties, to the extent that such security secures or purports to secure the Obligations. The perpetuity period for the trusts in this Agreement is 80 years from the date of this Agreement. The trusts set out in this Agreement shall be wound up when the security constituted by this Agreement is released in accordance with Clause 13.5 of this Agreement.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.)
EFFECTIVENESS OF COLLATERAL. 7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this the Pledge Agreement.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, Agent nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio Assets or (c) the realisation of all or any part of the Pledged PortfolioAssets, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
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EFFECTIVENESS OF COLLATERAL. 7.1 8.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 8.2 of this Pledge Agreement.
7.2 8.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 8.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Obligations.
7.4 8.4 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other person.
7.5 8.5 No failure on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 8.6 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 8.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or of the obligations of any Loan Parties under any other Loan Documents;
7.6.2 8.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 8.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 8.6.4 any other act, event or omission which, but for this Clause 7.58.6, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 8.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 8.8 Subject to the terms of the Principal Finance Documents, neither the Collateral Agent, nor the Secured Parties or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 1 contract
Samples: Pledge Over Shares Agreement (RenPac Holdings Inc.)
EFFECTIVENESS OF COLLATERAL. 7.1 10.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Obligations and shall remain in full force and effect until it has been discharged in accordance with Clause 7.2 of this Pledge Agreement.
7.2 The security constituted collateral cxxxxxxxxed by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge Rights shall be cumulative, in addition to, to and independent of every other security which the Collateral Agent and the Secured Parties Trustee may at any time hold as security for the Secured Obligations or any rights, powers and remedies provided by law and shall not operate so as in law. No prior security held by the Trustee over the whole or any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect part of the Secured ObligationsCharged Portfolio shall merge into the collateral constituted by this Agreement.
7.4 10.2 This Pledge Agreement shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by remain in full force and effect as a continuing arrangement unless and until the Collateral Agent or the Secured Parties in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent or the Secured Parties may now or at any time in the future have from or against the Pledgor or any other personTrustee discharges it.
7.5 10.3 No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or the Secured Parties to exercise, or delay on its part in exercisingTrustee, any of its rights under this Pledge Agreement Collateral Right shall operate as a waiver thereofwaiver, nor shall any single or partial exercise of any such right preclude a Collateral Right prevent any further or other exercise of that or any other rightsCollateral Right.
7.6 Neither 10.4 If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the obligations law of any jurisdiction, neither the legality, validity or enforceability of the Pledgor contained in remaining provisions of this Pledge Agreement nor the rightslegality, powers validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
10.5 The Trustee shall, at the request and remedies conferred cost of the Chargor, cancel the security granted by this Agreement, and execute a release, in each case in respect of:
(a) any portion of the Charged Portfolio upon the Collateral Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 any amendment to, or any variation, waiver or release of, any Secured Obligation or disposal of such portion of the obligations of any Loan Parties Charged Portfolio, provided that such disposal is permitted under any other Loan Documents;
7.6.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Obligations;
7.6.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Obligations; or
7.6.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to the terms of the Principal Finance Documents, neither Indenture;
(b) the Collateral Agent, nor whole of the Charged Portfolio upon the Secured Parties Obligations being discharged in full; and
(c) the whole of the Charged Portfolio in the event of the Secured Obligations being defeased in full in accordance with section 8 of the Indenture, any such release to be without recourse to, and without any representations or warranties by, the Trustee.
10.6 None of the Trustee, its nominee(s) or any of their agents receiver appointed pursuant to this Agreement shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Charged Portfolio or (c) the taking possession or realisation of all or any part of the Pledged Charged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct default upon their its part.
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EFFECTIVENESS OF COLLATERAL. 7.1 The Pledge shall be a continuing security and shall not be considered as satisfied or discharged or prejudiced by any intermediate payment, satisfaction or settlement of any part of the Secured Foreign Obligations and shall remain in full force and effect until it has been discharged in accordance with by the express written release thereof granted by the Administrative Agent or until release of collateral pursuant to section 9.11 of the Credit Agreement and Clause 7.2 16 of this Pledge Agreement.
7.2 The security constituted by this Pledge Agreement shall be released and cancelled (a) by the Collateral Agent at the request and cost of the Pledgor, upon the Secured Obligations being irrevocably paid or discharged in full and none of the Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the Pledgor or any other person under any of the Loan Documents; or (b) in accordance with, and to the extent required by, the First Lien Intercreditor Agreement.
7.3 The Pledge shall be cumulative, in addition to, and independent of every other security which the Collateral Agent and the Secured Parties may at any time hold as security for the Secured Foreign Obligations or any rights, powers and remedies provided by law and shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any security interest or other right or remedy which the Collateral Agent and the Secured Parties may now or at any time in the future have in respect of the Secured Foreign Obligations.
7.4 7.3 This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any abstention or delay by the Collateral Agent Secured Parties or the Secured Parties Administrative Agent in perfecting or enforcing any security interest or rights or remedies that the Collateral Agent Secured Parties or the Secured Parties Administrative Agent may now or at any time in the future have from or against the Pledgor or any other person.
7.5 7.4 No failure on the part of the Collateral Administrative Agent or the Secured Parties to exercise, or delay on its part in exercising, any of its rights under this Pledge Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further or other exercise of that or any other rights.
7.6 7.5 Neither the obligations of the Pledgor contained in this Pledge Agreement nor the rights, powers and remedies conferred upon the Collateral Administrative Agent or the Secured Parties by this Pledge Agreement or by law, nor the Pledge created hereby shall be discharged, impaired or otherwise affected by:
7.6.1 7.5.1 any amendment to, or any variation, waiver or release of, any Secured Foreign Obligation or of the obligations of any Loan Parties Party under any other Loan Documents;
7.6.2 7.5.2 any failure to take, or fully to take, any security contemplated by the Loan Documents or otherwise agreed to be taken in respect of the Secured Foreign Obligations;
7.6.3 7.5.3 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of the Secured Foreign Obligations; or
7.6.4 7.5.4 any other act, event or omission which, but for this Clause 7.5, might operate to discharge, impair or otherwise affect any of the obligations of the Pledgor contained in this Pledge Agreement, the rights, powers and remedies conferred upon the Collateral Administrative Agent or the Secured Parties by this Pledge Agreement, the Pledge or by law.
7.7 7.6 For the avoidance of doubt, the Pledgor hereby waives any rights arising for it now or in the future (if any) under Article 2037 of the Luxembourg Civil Code.
7.8 Subject to 7.7 Neither the terms of the Principal Finance Documents, neither the Collateral AgentSecured Parties, nor the Secured Parties Administrative Agent or any of their agents shall be liable by reason of (a) taking any action permitted by this Pledge Agreement or (b) any neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or any part of the Pledged Portfolio, except in the case of bad faith, gross negligence or wilful misconduct upon their part.
Appears in 1 contract
