Limited Obligations. It is the desire and intent of each Pledgor and the Secured Creditors that this Agreement shall be enforced against each Pledgor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement may have been limited as provided therein. To the extent not otherwise provided in a guaranty given by a Pledgor in respect of the Second Lien Obligations, each Pledgor, other than the Borrower (collectively, the “second lien pledgors”), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law (as defined in the Senior Secured Notes Indenture), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgors) as will result in the Second Lien Obligations of the second lien pledgors hereunder not constituting a fraudulent transfer or conveyance.
Appears in 2 contracts
Samples: u.s. Pledge Agreement (Williams Scotsman Inc), u.s. Pledge Agreement (Williams Scotsman International Inc)
Limited Obligations. It is the desire and intent of each Pledgor Assignor and the Secured Creditors that this Agreement shall be enforced against each Pledgor Assignor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor Assignor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement may have been limited as provided therein. To the extent not otherwise provided in a guaranty given by a Pledgor an Assignor in respect of the Second Lien Obligations, each PledgorAssignor, other than the Borrower (collectively, the “second lien pledgorsassignors”), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors assignors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law (as defined in the Senior Secured Notes Indenture), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors assignors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors assignors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors assignors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgorsassignors) as will result in the Second Lien Obligations of the second lien pledgors assignors hereunder not constituting a fraudulent transfer or conveyance.
Appears in 2 contracts
Samples: u.s. Security Agreement (Williams Scotsman Inc), u.s. Security Agreement (Williams Scotsman International Inc)
Limited Obligations. It is the desire and intent of each Pledgor Assignor and the Secured Creditors that this Agreement shall be enforced against each Pledgor Assignor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor Assignor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement Agreement, the obligations of such Subsidiary thereunder may have been limited as provided therein. To the extent not otherwise provided in a guaranty given by a Pledgor an Assignor in respect of the Second Lien Obligations, each PledgorAssignor, other than the Borrower (collectively, the “"second lien pledgors”assignors"), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors assignors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law bankruptcy law (as defined in the Senior Secured Notes Indenturehereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors assignors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors assignors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors assignors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgorsassignors) as will result in the Second Lien Obligations of the second lien pledgors assignors hereunder not constituting a fraudulent transfer or conveyance. For purposes hereof, "bankruptcy law" means any proceeding of the type referred to in Section 6.01(f) or (g) of the Senior Secured Note Indenture or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
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Limited Obligations. (a) It is the desire and intent of each Pledgor Assignor and the Secured Creditors that this Agreement shall be enforced against each Pledgor Assignor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of as to each Pledgor Assignor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement may have been Agreement, the obligations of such Assignor thereunder are limited as to the extent provided therein. .
(b) To the extent not otherwise provided in a guaranty given by a Pledgor an Assignor in respect of the Senior Second Lien Notes Obligations, each Pledgor, other than the Borrower Assignor (collectively, the “second lien pledgorsassignors”), the Senior Secured Second Lien Notes Indenture Trustee and each other Senior Second Lien Notes Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors assignors with respect to the Senior Second Lien Notes Obligations and the Senior Second Lien Notes Obligations of each such second lien pledgor assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law bankruptcy law (as defined in the Senior Secured Notes Indenturehereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Senior Second Lien Notes Obligations of the second lien pledgors assignors hereunder. To effectuate the foregoing intention, the Senior Secured Second Lien Notes Indenture Trustee, the other Senior Second Lien Notes Creditors and the second lien pledgors assignors hereby irrevocably agree that the Senior Second Lien Notes Obligations of the second lien pledgors assignors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgorsassignors) as will result in the Senior Second Lien Notes Obligations of the second lien pledgors assignors hereunder not constituting a fraudulent transfer or conveyance. For purposes hereof, “bankruptcy law” means any proceeding of the type referred to in Section 6.01(h) or (i) of the Senior Second Lien Notes Indenture or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
Appears in 1 contract
Limited Obligations. It is the desire and intent of each Pledgor Assignor and the Secured Creditors that this Agreement shall be enforced against each Pledgor Assignor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor Assignor that is a Subsidiary of the Borrower RPP USA and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement Agreement, the obligations of such Subsidiary thereunder may have been limited as provided therein. To the extent not otherwise provided in a guaranty given by a Pledgor an Assignor in respect of the Second Lien Obligations, each PledgorAssignor, other than the Borrower Holdings, RPP USA, US Finance Corp. and any other Subsidiary of Holdings that is not also a Subsidiary of RPP USA (collectively, the “"second lien pledgors”assignors"), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors assignors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law bankruptcy law (as defined in the Senior Secured Notes Indenturehereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors assignors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors assignors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors assignors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgorsassignors) as will result in the Second Lien Obligations of the second lien pledgors assignors hereunder not constituting a fraudulent transfer or conveyance. For purposes hereof, "bankruptcy law" means any proceeding of the type referred to in Section 6.1(vi) or (vii) of the Senior Secured Note Indenture or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
Appears in 1 contract
Limited Obligations. (a) It is the desire and intent of each Pledgor and the Secured Creditors that this Agreement shall be enforced against each Pledgor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor that is a Subsidiary of the Borrower RPP USA and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement Agreement, the obligations of such Subsidiary thereunder may have been limited as provided therein. .
(b) To the extent not otherwise provided in a guaranty given by a Pledgor in respect of the Second Lien Obligations, each Pledgor, other than the Borrower Holdings, RPP USA, US Finance Corp. and any other Subsidiary of Holdings that is not also a Subsidiary of RPP USA (collectively, the “second lien pledgors”), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law bankruptcy law (as defined in the Senior Secured Notes Indenturehereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgors) as will result in the Second Lien Obligations of the second lien pledgors hereunder not constituting a fraudulent transfer or conveyance. For purposes hereof, “bankruptcy law” means any proceeding of the type referred to in Section 6.1(vi) or (vii) of the Senior Secured Note Indenture or Title 11, US. Code, or any similar foreign, federal or state law for the relief of debtors.
(c) To the extent not otherwise provided in a guaranty given by a Pledgor in respect of the First Lien Obligations in favor of the Note Lender Creditors only, each Pledgor, other than Holdings, RPP USA, US Finance Corp. and any other Subsidiary of Holdings that is not also a Subsidiary of RPP USA (collectively, the “note lien pledgors”), the Additional Senior Secured Notes Trustee and each other Note Lender Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the note lien pledgors with respect to such First Lien Obligations only and such First Lien Obligations of each such note lien pledgor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and such First Lien Obligations only of the note lien pledgors hereunder. To effectuate the foregoing intention, the Additional Senior Secured Notes Trustee, the other Note Lender Creditors and the note lien pledgors hereby irrevocably agree that the First Lien Obligations of the note lien pledgors hereunder in favor of the Note Lender Creditors only, at any time shall be limited to the maximum amount (after taking into account any guaranty of the other First Lien Obligations by the note lien pledgors) as will result in such First Lien Obligations of the note lien pledgors hereunder in favor of the Note Lender Creditors only, not constituting a fraudulent transfer or conveyance. For purposes hereof, “bankruptcy law” means any proceeding of the type referred to in Section 6.1(vi) or (vii) of the Note Credit Agreement or title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
Appears in 1 contract
Limited Obligations. It is the desire and intent of each Pledgor and the Secured Creditors that this Agreement shall be enforced against each Pledgor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor that is a Subsidiary of the Borrower RPP USA and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement Agreement, the obligations of such Subsidiary thereunder may have been limited as provided therein. To the extent not otherwise provided in a guaranty given by a Pledgor in respect of the Second Lien Obligations, each Pledgor, other than the Borrower Holdings, RPP USA, US Finance Corp. and any other Subsidiary of Holdings that is not also a Subsidiary of RPP USA (collectively, the “"second lien pledgors”"), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law bankruptcy law (as defined in the Senior Secured Notes Indenturehereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgors) as will result in the Second Lien Obligations of the second lien pledgors hereunder not constituting a fraudulent transfer or conveyance.. For purposes hereof, "bankruptcy law" means any proceeding of the type referred to in Section 6.1(vi) or (vii) of the Senior Secured Note Indenture or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors. * * * *
Appears in 1 contract
Limited Obligations. It is the desire and intent of each Pledgor and the Secured Creditors that this Agreement shall be enforced against each Pledgor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement may have been limited as provided therein. To the extent not otherwise provided in a guaranty given by a Pledgor in respect of the Second Lien Obligations, each Pledgor, other than the Borrower (collectively, the “"second lien pledgors”"), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law (as defined in the Senior Secured Notes Indenture), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgors) as will result in the Second Lien Obligations of the second lien pledgors hereunder not constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Samples: u.s. Pledge Agreement (Williams Scotsman of Canada Inc)
Limited Obligations. (a) It is the desire and intent of each Pledgor Assignor and the Secured Creditors that this Agreement shall be enforced against each Pledgor Assignor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor Assignor that is a Subsidiary of the Borrower RPP USA and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement Agreement, the obligations of such Subsidiary thereunder may have been limited as provided therein. .
(b) To the extent not otherwise provided in a guaranty given by a Pledgor an Assignor in respect of the Second Lien Obligations, each PledgorAssignor, other than the Borrower Holdings, RPP USA, US Finance Corp. and any other Subsidiary of Holdings that is not also a Subsidiary of RPP USA (collectively, the “second lien pledgorsSecond Lien Assignors”), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors Assignors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor Assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law bankruptcy law (as defined in the Senior Secured Notes Indenturehereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors Assignors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors Assignors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors Assignors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgorsAssignors) as will result in the Second Lien Obligations of the second lien pledgors Assignors hereunder not constituting a fraudulent transfer or conveyance. For purposes hereof, “bankruptcy law” means any proceeding of the type referred to in Section 6.1(vi) or (vii) of the Senior Secured Note Indenture or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
(c) To the extent not otherwise provided in a guaranty given by an Assignor in respect of the First Lien Obligations in favor of the Note Lender Creditors only, each Assignor, other than Holdings, RPP USA, US Finance Corp. and any other Subsidiary of Holdings that is not also a Subsidiary of RPP USA (collectively, the “note lien Assignors”), the Additional Senior Secured Notes Trustee and each other Note Lender Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the note lien Assignors with respect to such First Lien Obligations only and such First Lien Obligations of each such note lien Assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and such First Lien Obligations only of the note lien Assignors hereunder. To effectuate the foregoing intention, the Additional Senior Secured Notes Trustee, the other Note Lender Creditors and the note lien Assignors hereby irrevocably agree that the First Lien Obligations of the note lien Assignors hereunder in favor of the Note Lender Creditors only, at any time shall be limited to the maximum amount (after taking into account any guaranty of the other First Lien Obligations by the note lien Assignors) as will result in such First Lien Obligations of the note lien Assignors hereunder in favor of the Note Lender Creditors only, not constituting a fraudulent transfer or conveyance. For purposes hereof, “bankruptcy law” means any proceeding of the type referred to in Section 6.1(vi) or (vii) of the Note Credit Agreement or title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
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Limited Obligations. It is the desire and intent of each Pledgor and the Secured Creditors that this Agreement shall be enforced against each Pledgor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement Agreement, the obligations of such Subsidiary thereunder may have been limited as provided therein. To the extent not otherwise provided in a guaranty given by a Pledgor in respect of the Second Lien Obligations, each Pledgor, other than the Borrower (collectively, the “"second lien pledgors”"), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law bankruptcy law (as defined in the Senior Secured Notes Indenturehereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgors) as will result in the Second Lien Obligations of the second lien pledgors hereunder not constituting a fraudulent transfer or conveyance. For purposes hereof, "bankruptcy law" means any proceeding of the type referred to in Section 6.01(f) or (g) of the Senior Secured Note Indenture or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
Appears in 1 contract
Limited Obligations. (a) It is the desire and intent of each Pledgor Assignor and the Secured Creditors that this Agreement shall be enforced against each Pledgor Assignor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of as to each Pledgor Assignor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement may have been Agreement, the obligations of such Assignor thereunder are limited as to the extent provided therein. .
(b) To the extent not otherwise provided in a guaranty given by a Pledgor an Assignor in respect of the Senior Second Lien Notes Obligations, each Pledgor, other than the Borrower Assignor (collectively, the “second lien pledgorsassignors”), the Senior Secured Second Lien Notes Indenture Trustee and each other Senior Second Lien Notes Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors assignors with respect to the Senior Second Lien Notes Obligations and the Senior Second Lien Notes Obligations of each such second lien pledgor assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law bankruptcy law (as defined in the Senior Secured Notes Indenturehereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Senior Second Lien Notes Obligations of the second lien pledgors assignors hereunder. To effectuate the foregoing intention, the Senior Secured Second Lien Notes Indenture Trustee, the other Senior Second Lien Notes Creditors and the second lien pledgors assignors hereby irrevocably agree that the Senior Second Lien Notes Obligations of the second lien pledgors assignors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgorsassignors) as will result in the Senior Second Lien Notes Obligations of the second lien pledgors assignors hereunder not constituting a fraudulent transfer or conveyance.or
Appears in 1 contract
Limited Obligations. (a) It is the desire and intent of each Pledgor Assignor and the Secured Creditors that this Agreement shall be enforced against each Pledgor Assignor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of as to each Pledgor Assignor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement Agreement, the obligations of such Assignor thereunder may have been limited as provided therein. .
(b) To the extent not otherwise provided in a guaranty given by a Pledgor an Assignor in respect of the Senior Second Lien Notes Obligations, each Pledgor, Assignor other than the Borrower Holdings (collectively, the “second lien pledgorsassignors”), the Senior Secured Second Lien Notes Indenture Trustee and each other Senior Second Lien Notes Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors assignors with respect to the Senior Second Lien Notes Obligations and the Senior Second Lien Notes Obligations of each such second lien pledgor assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law bankruptcy law (as defined in the Senior Secured Notes Indenturehereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Senior Second Lien Notes Obligations of the second lien pledgors assignors hereunder. To effectuate the foregoing intention, the Senior Secured Second Lien Notes Indenture Trustee, the other Senior Second Lien Notes Creditors and the second lien pledgors assignors hereby irrevocably agree that the Senior Second Lien Notes Obligations of the second lien pledgors assignors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgorsassignors) as will result in the Senior Second Lien Notes Obligations of the second lien pledgors assignors hereunder not constituting a fraudulent transfer or conveyance. For purposes hereof, “bankruptcy law” means any proceeding of the type referred to in Section 6.01(h) or (i) of the Senior Second Lien Notes Indenture or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.
Appears in 1 contract
Limited Obligations. It is the desire and intent of each Pledgor Assignor and the Secured Creditors that this Agreement shall be enforced against each Pledgor Assignor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor Assignor that is a Subsidiary of the Borrower and which has executed a guaranty of any of the Obligations pursuant to a Secured Debt Agreement may have been limited as provided therein. To the extent not otherwise provided in a guaranty given by a Pledgor an Assignor in respect of the Second Lien Obligations, each PledgorAssignor, other than the Borrower (collectively, the “"second lien pledgors”assignors"), the Senior Secured Notes Trustee and each other Second Lien Creditor hereby confirm that it is the intention of all such Persons that the grant of the security interest hereunder by the second lien pledgors assignors with respect to the Second Lien Obligations and the Second Lien Obligations of each such second lien pledgor assignor hereunder does not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law (as defined in the Senior Secured Notes Indenture), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Second Lien Obligations of the second lien pledgors assignors hereunder. To effectuate the foregoing intention, the Senior Secured Notes Trustee, the other Second Lien Creditors and the second lien pledgors assignors hereby irrevocably agree that the Second Lien Obligations of the second lien pledgors assignors hereunder at any time shall be limited to the maximum amount (after taking into account any guaranty of the First Lien Obligations by the second lien pledgorsassignors) as will result in the Second Lien Obligations of the second lien pledgors assignors hereunder not constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Samples: u.s. Security Agreement (Williams Scotsman of Canada Inc)