Pledge Agreements. Neither the Pledge Agreement nor the Holdings Guaranty and Pledge Agreement, nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Credit Parties party thereto, and by the Administrative Agent with the consent of the Required Lenders, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Pledge Agreement) release all or any substantial part of the collateral or otherwise terminate all or any substantial part of the Liens under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement or the Guarantee under the Holdings Guaranty and Pledge Agreement, agree to additional obligations being secured by all or any substantial part of such collateral (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Pledge Agreement or the Holdings Guaranty and Pledge Agreement, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Pledge Agreement or the Holdings Guaranty and Pledge Agreement with respect to all or any substantial part of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, (i) to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, and (ii) in the case of any equity interest in (x) any Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor, to release any Lien in favor of the Administrative Agent pursuant to the Pledge Agreement to the extent covering more than 65% of the voting capital stock of such Foreign Subsidiary (it being understood that the Administrative Agent shall not be required to release any other capital stock of a Foreign Subsidiary owned directly by the Company or any Subsidiary Guarantor), and (y ) any Foreign Subsidiary which is not owned directly by the Company or any Subsidiary Guarantor, to release any lien in favor of the Administrative Agent pursuant to the Pledge Agreement on any equity interests in such Foreign Subsidiary. Nothing in this Section 10.02(d) shall be deemed to limit the provisions of Section...
Pledge Agreements. Duly executed originals of each of the Pledge Agreements accompanied by (as applicable)
(a) share certificates representing all of the outstanding Stock being pledged pursuant to such Pledge Agreement and stock powers for such share certificates executed in blank and (b) the original Intercompany Notes and other instruments evidencing Indebtedness being pledged pursuant to such Pledge Agreement, duly endorsed in blank.
Pledge Agreements. Any Pledge Agreement or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Administrative Agent or any Lender) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s obligations under any Pledge Agreement; or
Pledge Agreements. An original of the Pledge Agreement, duly executed by the Borrower;
Pledge Agreements. (a) The Borrower Pledge Agreement dated as of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of the Borrower and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each Non-U.S. Subsidiary of the Borrower (after giving effect to the Transaction) pledged pursuant to the Borrower Pledge Agreement, which are accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Borrower Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX IV.
(b) The Subsidiary Pledge Agreement, dated as of the date hereof, has been, or concurrently herewith will be, duly executed by an Authorized Officer of each U.S. Subsidiary of the Borrower (after giving effect to the Transaction) which in turn has any Subsidiary or Subsidiaries, and the certificates evidencing all of the issued and outstanding shares of Capital Stock of each such indirect U.S. Subsidiary and 65% of the outstanding shares of Capital Stock of each such indirect Non-U.S. Subsidiary of such Person which shall be pledged pursuant to such Subsidiary Pledge Agreement, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, have been executed. A true and correct copy of the Subsidiary Pledge Agreement and the certificates, accompanied by the undated stock powers, are attached hereto as ANNEX V.
(a) The Borrower Security Agreement and the Subsidiary Security Agreement, have been, or concurrently herewith will be, duly executed by the Borrower and its U.S. Subsidiaries (after giving effect to the Transaction). True and correct copies of the Borrower Security Agreement and the Subsidiary Security Agreement are attached hereto as ANNEX VI.
(b) Attached hereto as ANNEX VII are (i) executed copies of Uniform Commercial Code financing statements (Form UCC-1) naming the Borrower and each such Subsidiary as the debtor and the Facility Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code; (ii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreements previously granted by any Person, and securing any of the Indebtedness id...
Pledge Agreements. The Agent shall have received executed counterparts of the Borrower Pledge Agreement and the Guarantor Pledge Agreement, each dated as of the date hereof, duly executed by each Credit Party party thereto, together with stock certificates, accompanied by undated stock powers duly executed in blank, and promissory notes, duly endorsed in blank, required to be delivered to the Agent pursuant to the Borrower Pledge Agreement and the Guarantor Pledge Agreement.
Pledge Agreements. The CBC agrees that it will grant the rights of pledge as provided for in the Security Trustee Receivables Pledge Agreement and the Security Trustee Rights Pledge Agreement and any other Pledge Agreement in order to secure, inter alia, the proper performance and prompt payment in full of the CBC's obligations under the Parallel Debt.
Pledge Agreements. The Borrower shall execute or cause to be executed, by no later than sixty days (or such later date as may be agreed upon by the Administrative Agent) after the date on which any First Tier Foreign Subsidiary would, but for its status as an Affected Foreign Subsidiary, qualify or be designated by the Borrower as a Subsidiary Guarantor, a Pledge Agreement in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding Capital Stock of such First Tier Foreign Subsidiary; provided that no such pledge of the Capital Stock of a First Tier Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that such pledge would not provide material Collateral for the benefit of the Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. The Borrower further agrees to deliver to the Administrative Agent all such Pledge Agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Capital Stock subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto.
Pledge Agreements. The Company Pledge Agreement and, with respect to any Subsidiary that as of the Effective Date has one or more Subsidiaries, a Subsidiary Pledge Agreement, in each case together with all stock certificates, stock powers and other items required to be delivered in connection therewith.
Pledge Agreements. Any Pledge Agreement shall for any reason fail to create a valid and perfected first priority security interest in any Pledged Equity purported to be covered thereby, or any action shall be taken by or on behalf of the Company or any Subsidiary to discontinue or to assert the invalidity or unenforceability of any Pledge Agreement, all other than as a result of any transaction permitted under the term of this Agreement.
