Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 5 contracts
Samples: Collateral Agreement, Collateral Agreement (Cec Entertainment Inc), Collateral Agreement (ADT, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Bank hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor the Borrowers hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Document, any Other First Lien the Term Loan Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien the Term Loan Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on any other collateral, or any release or amendment or waiver of of, or consent under under, or departure from from, any guaranteeguaranty, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Borrower in respect of the Secured Obligations or in respect of this Security Agreement (or any other Loan Document other than a defense the indefeasible payment of payment or performance)the Obligations in full in cash.
Appears in 4 contracts
Samples: Security Agreement (ONE Group Hospitality, Inc.), Security Agreement (ONE Group Hospitality, Inc.), Security Agreement (ONE Group Hospitality, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Credit Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Credit Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 9.8 of the Credit Agreement, but without prejudice to reinstatement rights under Section 7.9 of the Credit Agreement, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 4 contracts
Samples: Pledge and Security Agreement (Fusion Connect, Inc.), Pledge and Security Agreement (Fusion Connect, Inc.), Pledge and Security Agreement (Fusion Connect, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Administrative Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) subject only to termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 4 contracts
Samples: Collateral Agreement (AZEK Co Inc.), Term Loan Guarantee and Collateral Agreement (CPG Newco LLC), Guarantee and Collateral Agreement (CPG Newco LLC)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, the Secured Hedge Agreement, any Cash Management Services, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document, the Secured Hedge Agreement, any Cash Management Services, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 8.12, but without prejudice to reinstatement rights under Section 2.04 of the Guaranty, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Security Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the security interest in the Pledged Collateral and all obligations of each Pledgor Obligor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement DocumentAgreement, any Other First Lien this Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations, (d) any failure by an Secured Party to assert any claim or exercise any right or remedy, (e) any reduction, limitation or impairment of the Secured Obligations for any reason, or (df) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Obligor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Summit Midstream Partners, LP), Guarantee and Collateral Agreement (Summit Midstream Partners, LP), Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent and each other Secured Party hereunder, the Security Interest in the Article 9 Collateral, the each grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Note Purchase Agreement, the Limited Guaranty or any Credit Agreement other Note Purchase Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien the Note Purchase Agreement, the Limited Guaranty or any Intercreditor Agreement other Note Purchase Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Guaranteed Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Guaranteed Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 3 contracts
Samples: General Security Agreement (Aemetis, Inc), General Security Agreement (Aemetis, Inc), General Security Agreement (Aemetis, Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder and Guarantor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Transaction Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Indenture Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Indenture Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Transaction Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Indenture Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor and Guarantor in respect of the Secured Indenture Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Indenture Obligations).
Appears in 3 contracts
Samples: Pledge Agreement (Memc Electronic Materials Inc), Pledge Agreement (Memc Electronic Materials Inc), Indenture (Memc Electronic Materials Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral Interests created hereby and all obligations of each Pledgor the Grantors hereunder shall (to the maximum extent permitted by law) be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the ABL Credit Agreement Document, any Other First Lien Agreement, any other Secured Debt Document, any agreement with respect to any of the Secured Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from any the ABL Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Secured Debt Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Guaranteed Obligations, or (d) any other circumstance (other than a defense of payment or performance) that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Guaranteed Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 3 contracts
Samples: Abl Security Agreement, Intercreditor Agreement (Tribune Publishing Co), Abl Security Agreement (Tribune Publishing Co)
Security Interest Absolute. To the extent permitted by applicable law, all rights of the Collateral Agent hereunder, the Security Interest in Interest, the Article 9 Collateral, grant of the security interest in the Pledged Collateral and all obligations of each Pledgor Loan Party hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from from, the Credit Agreement, any Credit Agreement other Loan Document, any Other First Lien Agreement, agreement with respect to any Intercreditor Agreement of the Secured Obligations or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateralcollateral securing, or any release or amendment to or waiver of of, or any consent under or to any departure from from, any guaranteeguarantee of, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Loan Party in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 3 contracts
Samples: Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (MSG Entertainment Spinco, Inc.), Security Agreement (Madison Square Garden Co)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Administrative Agent hereunder, the Security Interest in the Article 9 Collateral, grant of the security interest in the Pledged Collateral and all obligations of each Pledgor Loan Party hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, the Existing Notes Indenture, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from any from, the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document, the Existing Notes Indenture, any agreement with respect to any of the Obligations or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateralcollateral securing, or any release or amendment to or waiver of of, or any consent under or to any departure from from, any guaranteeguarantee of, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 3 contracts
Samples: Collateral Agreement (NCR Corp), Credit Agreement (NCR Corp), Credit Agreement (NCR Corp)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Indenture Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Collateral Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Collateral Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Indenture Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Collateral Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor or Guarantor in respect of the Secured Collateral Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 3 contracts
Samples: Collateral Agreement (International Wire Rome Operations, Inc.), Collateral Agreement (International Wire Group Inc), Collateral Agreement (International Wire Group Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Euro Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement DocumentAgreement, any Other First Lien the Euro Intercreditor Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement DocumentAgreement, any Other First Lien the Euro Intercreditor Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Obligations).
Appears in 3 contracts
Samples: Pledge Agreement (Crown Holdings Inc), Bank Pledge Agreement (Crown Holdings Inc), Euro Pledge Agreement (Crown Holdings Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement DocumentAgreement, any Other First Lien the U.S. Intercreditor Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement DocumentAgreement, any Other First Lien the U.S. Intercreditor Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Obligations).
Appears in 3 contracts
Samples: Pledge Agreement (Crown Holdings Inc), Bank Pledge Agreement (Crown Holdings Inc), Bank Pledge Agreement (Crown Holdings Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Credit Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Credit Document or any other agreement or instrument, in each case, in accordance with their respective terms, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guaranteeguaranty, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor or Guarantor in respect of the Secured Obligations or this Agreement (other than a defense release of payment any Grantor or performanceGuarantor in accordance with Section 7.13).
Appears in 2 contracts
Samples: Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc), Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Administrative Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor or Guarantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Harman International Industries Inc /De/), Guarantee and Collateral Agreement (Harman International Industries Inc /De/)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Administrative Agent hereunder, the Security Interest in the Article 9 Collateral, grant of the security interest in the Pledged Collateral and all obligations of each Pledgor Loan Party hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from from, the Credit Agreement, any Credit Agreement other Loan Document, any Other First Lien Agreement, agreement with respect to any Intercreditor Agreement of the Secured Obligations or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateralcollateral securing, or any release or amendment to or waiver of of, or any consent under or to any departure from from, any guaranteeguarantee of, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Loan Party in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Knowles Corp), Credit Agreement (Knowles Corp)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Notes Indenture Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement Notes Indenture Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Collateral Agreement (Vici Properties Inc.), Collateral Agreement (CAESARS ENTERTAINMENT Corp)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) subject only to termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 7.15 hereof any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Smart & Final Stores, Inc.), Guarantee and Collateral Agreement (Smart & Final Stores, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the First Lien Credit Agreement DocumentAgreement, any Other First Lien Agreementother Loan Document, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other the First Lien Credit Agreement, any Intercreditor Agreement other Loan Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Collateral Agreement (DS Services of America, Inc.), Collateral Agreement (DS Services of America, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (ai) any lack of validity or enforceability of any Credit Agreement Document, any Other First Lien the Securities Purchase Agreement, any other Secured Transaction Document, any agreement with respect to any of the Secured Obligations Obligations, or any other agreement or instrument relating to any of the foregoing, (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment waiver, amendment, supplement or waiver of other modification of, or any consent to any departure from any Credit Agreement Documentfrom, any Other First Lien the Securities Purchase Agreement, any Intercreditor Agreement other Secured Transaction Document or any other agreement or instrumentinstrument relating to any of the foregoing, (ciii) any exchange, release or non-perfection of any Lien on any other collateral, or any release or amendment waiver, amendment, supplement or waiver of other modification of, or consent under under, or departure from from, any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (div) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Guarantee and Security Agreement (or any other than a defense of payment or performance)Secured Transaction Document.
Appears in 2 contracts
Samples: Guarantee and Security Agreement (NeuMedia, Inc.), Guarantee and Security Agreement (Mandalay Media, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement DocumentAgreement, any Other First Lien the Euro Term Loan Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement DocumentAgreement, any Other First Lien the Euro Term Loan Agreement, any Intercreditor Agreement other Loan Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from the Guaranty or any other guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense indefeasible payment in full of payment or performancethe Secured Obligations).
Appears in 2 contracts
Samples: Credit Agreement (Quiksilver Inc), Security Agreement (Quiksilver Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Note Document, any Other First Lien AgreementAdditional Pari Passu Debt Document, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Credit Agreement other Note Document, any Other First Lien Agreement, any Intercreditor Additional Pari Passu Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Lender hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Incentives Collateral and all obligations of each Pledgor hereunder Borrower hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Note, the Loan Agreement, the Instrument or any Credit Agreement other Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Note, the Loan Agreement, the Instrument, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, except to the extent the foregoing expressly modify Lender’s rights hereunder, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Borrower in respect of the Secured Obligations or in respect of this Agreement Assignment (other than a defense the indefeasible payment in full of payment or performanceall the Secured Obligations).
Appears in 2 contracts
Samples: Collateral Assignment, Collateral Assignment
Security Interest Absolute. To Subject to the extent permitted by lawterms of this Agreement, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Loan Document, the Note Agreement, any Other First Lien Agreementother Note Document, any other agreement with respect to any of the Secured Obligations Senior Indebtedness or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured ObligationsSenior Indebtedness, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentof the documents, instruments or agreements evidencing any Other First Lien Agreement, any Intercreditor Agreement or any other agreement or instrumentof the Senior Indebtedness, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations Senior Indebtedness or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations Senior Indebtedness or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Senior Indebtedness).
Appears in 2 contracts
Samples: Pledge Agreement (Sunstone Hotel Investors, Inc.), Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)
Security Interest Absolute. To Subject to the extent permitted by lawterms of the Intercreditor Agreement, all rights of the Collateral Second Lien Agent and each Holder hereunder, the Second Lien Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Second Lien Note Indenture, any Credit Agreement other Second Lien Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Second Lien Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Second Lien Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Second Lien Note Indenture, any Other First other Second Lien Agreement, any Intercreditor Agreement Document or any other agreement or instrument, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Second Lien Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Second Lien Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Intercreditor Agreement (DJO Finance LLC)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Indenture Document, any Other First Lien Agreement, the Intercreditor Agreements, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Indenture Document, any Other First Lien Agreement, any the Intercreditor Agreement Agreements or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: First Lien Collateral Agreement, Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Indenture Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Credit Agreement other Indenture Document, any Other First Lien Agreement, any the Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Collateral Agreement, Second Lien Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Notes Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Notes Document, any Other First Lien Agreement, any Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Collateral Agreement (ADT, Inc.), Collateral Agreement (ADT, Inc.)
Security Interest Absolute. To Except as otherwise set forth herein regarding the extent permitted by lawobligations of the Third Party Pledgor, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any Permitted Debt Offering Agreement, any agreement with respect to any of the Secured First Lien Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured First Lien Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Credit Agreement other Loan Document, any Other First Lien Permitted Debt Offering Agreement, any Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured First Lien Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured First Lien Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Nielsen CO B.V.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent JPM hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral Securities and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement DocumentGuaranty, any Other First Lien the Merger Agreement, any other agreement with respect to any of the Secured Obligations Obligations, the Underlying Liabilities or any other Obligation Document, agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, the Underlying Liabilities or any other amendment or waiver of or any consent to any departure from any Credit Agreement DocumentGuaranty, any Other First Lien the Merger Agreement, any Intercreditor Agreement Obligation Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (J P Morgan Chase & Co), Guarantee and Collateral Agreement (Bear Stearns Companies Inc)
Security Interest Absolute. To The obligations of the extent permitted by lawPledgor under this Agreement are independent of the obligations under the Applicable Agreements, all and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement. All rights of the Collateral Agent Pledgee hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Document, any Other First Lien Applicable Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Applicable Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateralrelease, or any release or amendment or waiver of of, or consent under to or departure from from, any guarantee, securing or guaranteeing guaranty for all or any of the Secured Obligations or Obligations, (d) any change, restructuring or termination of the corporate structure or existence of the Pledgor or the Issuer or (e) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Share Pledge Agreement (China Medicine Corp), Share Pledge Agreement (OEP CHME Holdings, LLC)
Security Interest Absolute. To the extent permitted by applicable law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, this Agreement or any Credit Agreement other Collateral Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, this Agreement or any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Collateral Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Pledge and Security Agreement (CF Industries Holdings, Inc.), Pledge and Security Agreement (CF Industries Holdings, Inc.)
Security Interest Absolute. To The obligations of the extent permitted by lawPledgor under this Agreement are independent of the obligations under any of the other Financing Documents, all and a separate action or actions may be brought and prosecuted against the Pledgor to enforce this Agreement. All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Financing Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement Financing Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateralrelease, or any release or amendment or waiver of of, or consent under to or departure from from, any guarantee, securing or guaranteeing guaranty for all or any of the Secured Obligations or Obligations, (d) any change, restructuring or termination of the corporate structure or existence of the Pledgor or the Borrower or (e) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Pledge Agreement (Allegheny Energy, Inc), Pledge Agreement (Allegheny Energy, Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Documentthe Notes Indenture, any Other First Lien Agreementother Notes Indenture Document, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Notes Indenture, any Credit Agreement other Notes Indenture Document, any Other First Lien Agreement, any Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Collateral Agreement (DS Services of America, Inc.), Collateral Agreement (DS Services of America, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Euro Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement DocumentAgreement, any Other First Lien the Euro Intercreditor Agreement, any other Financing Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement DocumentAgreement, any Other First Lien the Euro Intercreditor Agreement, any Intercreditor Agreement other Financing Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Obligations).
Appears in 2 contracts
Samples: Ceh Pledge Agreement (Crown Holdings Inc), Ceh Pledge Agreement (Crown Holdings Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Revolving Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Revolver Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Revolver Obligations, or any other amendment or waiver of or any consent to any departure from any the Revolving Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Revolver Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Revolver Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Revolver Obligations).
Appears in 2 contracts
Samples: Pledge Agreement (Memc Electronic Materials Inc), Revolving Credit Agreement (Memc Electronic Materials Inc)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performanceperformance of the Secured Obligations (other than contingent indemnification and reimbursement obligations for which no claim has been made)).
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Spectrum Brands Holdings, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent and the Account Custodian hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor the Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, the Secured Hedge Agreements, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document, the Secured Hedge Agreements or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor the Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Applicable Representative hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any Senior Secured Note Indenture, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Credit Agreement other Loan Document, any Other First Lien Agreement, any Intercreditor Agreement Senior Secured Note Indenture or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (RBS Global Inc), Guarantee and Collateral Agreement (RBS Global Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateralsecurity interest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 9.15, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Staples Inc)
Security Interest Absolute. To Except as otherwise set forth herein regarding the extent permitted by lawobligations of the Third Party Pledgor, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Global Media USA, LLC)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral Interests created hereby and all obligations of each Pledgor the Grantors hereunder shall (to the maximum extent permitted by law) be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Term Loan Credit Agreement Document, any Other First Lien Agreement, any other Secured Debt Document, any agreement with respect to any of the Secured Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from any the Term Loan Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Secured Debt Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Guaranteed Obligations, or (d) any other circumstance (other than a defense of payment or performance) that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Guaranteed Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Tribune Publishing Co), Term Loan Security Agreement (Tribune Publishing Co)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Security Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Credit Agreement other Security Document, any Other First Lien Agreement, any Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from the Guarantee or any other guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense circumstances under which the principal of payment or performance)and interest on each Note and all fees and other Secured Obligations (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full.
Appears in 2 contracts
Samples: License Agreement, License Agreement (Toys R Us Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Securities Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement any other Loan Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations of the Pledgors or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured ObligationsObligations of the Pledgors, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateralSecurities Collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations of the Pledgors or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured its Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Obligations of such Pledgor).
Appears in 2 contracts
Samples: Pledge Agreement (Consolidated Communications Texas Holdings, Inc.), Pledge Agreement (Consolidated Communications Illinois Holdings, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Pledgee -------------------------- hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement or any other Credit Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Credit Document, or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Secured Obligations).
Appears in 2 contracts
Samples: Pledge Agreement (Harrys Farmers Market Inc), Pledge Agreement (Harrys Farmers Market Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Junior-Priority Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Indenture, any other Note Document, any Other First Lien Pari Passu Agreement, any other agreement with respect to any of the Secured Junior-Priority Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Junior-Priority Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Indenture, any other Note Document, any Other First Lien Agreement, any Intercreditor Pari Passu Agreement or any other agreement or instrumentinstrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Junior-Priority Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Junior-Priority Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Junior Priority Collateral Agreement (Community Health Systems Inc), Intercreditor Agreement (Community Health Systems Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional unless such Grantor is released from its obligations hereunder in a writing signed by the Collateral Agent pursuant to Section 9.13 or this Agreement is terminated in accordance with its terms, irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performancein full of all Obligations (other than contingent indemnification liabilities to the extent no claim giving rise thereto has been asserted).
Appears in 2 contracts
Samples: Security Agreement (Houghton Mifflin Harcourt Co), Security Agreement (Houghton Mifflin Harcourt Co)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Loan Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Collateral Agreement (Cerence Inc.), Collateral Agreement (Cerence Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Intercreditor Agreement, the Credit Agreement or any other Loan Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Intercreditor Agreement, the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document, or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor of the Pledgors in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Secured Obligations).
Appears in 2 contracts
Samples: Credit Agreement (Guilford Mills Inc), Credit Agreement (Guilford Mills Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Notes Collateral Agent hereunder, the Security Interest in Interest, the Article 9 Collateral, grant of the security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture or any Credit Agreement other Notes Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment to or waiver of of, or any consent to any departure from the Indenture, any Credit Agreement other Notes Document, any Other First Lien Agreement, agreement with respect to any Intercreditor Agreement of the Secured Obligations or any other agreement or instrumentinstrument relating to any of the foregoing (including any increase in the Secured Obligations resulting from the issuance of Additional Notes under the Indenture after the date hereof), (c) any exchange, release or non-perfection of any Lien on other collateralcollateral securing, or any release or amendment to or waiver of of, or any consent under or to any departure from from, any guaranteeguarantee of, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 2 contracts
Samples: Intercreditor Agreement (Arconic Inc.), Intercreditor Agreement (Arconic Rolled Products Corp)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Document, any Notes Indenture Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Notes Indenture Document, any Other First Lien Agreement, any the Intercreditor Agreement Agreements or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 2 contracts
Samples: Collateral Agreement (McGraw-Hill Interamericana, Inc.), Collateral Agreement (McGraw-Hill Global Education LLC)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement other Security Document, the Collateral Sharing Agreement, any Senior Loan Document or any Indenture Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement other Security Document, any Other First Lien the Collateral Sharing Agreement, any Intercreditor Agreement Senior Loan Document or any Indenture Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Administrative Agent and the other Secured Parties hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor of the Grantors hereunder shall be absolute and unconditional unconditional, and to the extent such Grantor is a surety of any other Grantor, irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release release, subordination or non-perfection of any Lien on any other collateral, or any release or amendment or waiver of of, or consent under under, or departure from from, any guaranteeguaranty, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Security Agreement (or any other Loan Document other than a defense the indefeasible payment of payment or performance)the Obligations in full in cash and termination of all commitments to lend in respect of the Obligations.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Revolving Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Revolving Credit Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Revolving Credit Obligations, or any other amendment or waiver of or any consent to any departure from any the Revolving Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Revolving Credit Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Revolving Credit Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Revolving Credit Obligations).
Appears in 1 contract
Samples: Revolving Credit Agreement (Memc Electronic Materials Inc)
Security Interest Absolute. To the extent permitted by lawLaw, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Holdings hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Notes Documents, any Additional Pari Passu Debt Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien other Notes Documents, any Additional Pari Passu Agreement, any Intercreditor Agreement other Additional Pari Passu Debt Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Holdings in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Second Lien Pledge Agreement (SeaWorld Entertainment, Inc.)
Security Interest Absolute. To the extent permitted by lawapplicable Legal Requirements, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Notes Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Notes Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Security Agreement (Global Cash Access Holdings, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor Holdings hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Documentthe Notes Indenture, any Other First Lien Agreementother Notes Indenture Document, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Notes Indenture, any Credit Agreement other Notes Indenture Document, any Other First Lien Agreement, any Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Holdings in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 1 contract
Samples: Holdings Pledge Agreement (DS Services of America, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a first-priority security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Notes Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Notes Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Notes, the Notes Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Notes Document or any other agreement or instrumentinstrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Notes Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Notes Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Trustee hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Financing Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Financing Document or any other agreement or instrumentinstrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on Collateral or any other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Notes Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Notes Document, any Other First Second-Lien AgreementObligations Documents, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Credit Agreement other Notes Document, any Other First Second-Lien Agreement, any Intercreditor Agreement Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Loan Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Loan Document, any Other First Lien Agreement, any and applicable Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performanceperformance of such Obligations (other than contingent indemnification and reimbursement obligations for which no claim has been made)).
Appears in 1 contract
Security Interest Absolute. To the extent permitted by lawLaw, all rights of the Collateral Third Lien Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Security Document, any Other First Lien Agreement, any other agreement with respect to any of the Third Lien Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Third Lien Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Security Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Third Lien Secured Obligations or (d) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 6.11, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Third Lien Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Security Agreement (DJO Finance LLC)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Intercreditor Agreement, the Credit Agreement or any other Loan Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Intercreditor Agreement, the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document, or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor of the 175 Pledgors in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Secured Obligations).
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the Euro Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement DocumentAgreement, any Other First Lien the Euro Intercreditor Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement DocumentAgreement, any Other First Lien the Euro Intercreditor Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Obligations).
Appears in 1 contract
Security Interest Absolute. To the extent permitted by lawLaw, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Secured Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Secured Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 6.11, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Indenture Document, any Other First Pari Passu Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Credit Agreement other Indenture Document, any Other First Pari Passu Lien Agreement, any the Intercreditor Agreement Agreements or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 1 contract
Samples: Collateral Agreement (Hexion Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Note Document, any Other First Lien Additional Pari Passu Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Credit Agreement other Note Document, any Other First Lien Agreement, any Intercreditor Additional Pari Passu Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Second Lien Security Agreement (Bon Ton Stores Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral Interests created hereby and all obligations of each Pledgor the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Second Lien Credit Agreement, any other Credit Agreement Document, any Other First Additional Second Lien Agreement, any other agreement with respect to any of the Secured Second Lien Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Second Lien Obligations, or any other amendment or waiver of or any consent to any departure from the Second Lien Credit Agreement, any other Credit Agreement Document, any Other First Additional Second Lien Agreement, any Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Second Lien Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Second Lien Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Second Lien Security Agreement (Grocery Outlet Holding Corp.)
Security Interest Absolute. To the extent permitted by lawIn accordance with applicable laws, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Document, any Other the First Lien Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other the First Lien Credit Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateralcollateral (except for dispositions of Collateral permitted pursuant to the terms of the First Lien Credit Agreement), or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: First Lien Guarantee and Collateral Agreement (Itc Deltacom Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Bank hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor the Borrowers hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Existing Term Loan Document or the Second Term Loan Agreement or any other Loan Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Existing Term Loan Document or the Second Term Loan Agreement Document, or any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on any other collateral, or any release or amendment or waiver of of, or consent under under, or departure from from, any guaranteeguaranty, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Borrower in respect of the Secured Obligations or in respect of this Security Agreement (or any other Existing Term Loan Document or Loan Document other than a defense the indefeasible payment of payment or performance)the Obligations in full in cash.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by lawLaw, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 6.11, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense Agreement. Alight Inc. has requested confidential treatment of payment or performance)this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Administrative Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Credit Agreement other Loan Document, any Other First Lien Agreement, agreement with respect to any Intercreditor Agreement of the Secured Obligations or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, guarantee securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Global Intercompany Consent Agreement (GoPro, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any other agreement with respect to any of the Secured Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement the Indenture or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Guaranteed Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Guaranteed Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Security Interest Absolute. To Subject to the extent permitted entry by lawthe Bankruptcy Court of the Orders and effectiveness of the Second Amendment, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Fairway Group Holdings Corp)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor and Guarantor hereunder shall be be, subject to the last paragraph of clause (a) of Section 4.01, absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Indenture Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Indenture Document or any other agreement or instrument, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor or Guarantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Wolverine Tube Inc)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Indenture Document, any Credit Agreement Document, any Other First Lien Agreement, the Intercreditor Agreements, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Indenture Document, any Credit Agreement Document, any Other First Lien Agreement, any the Intercreditor Agreement Agreements or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 1 contract
Samples: Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Indenture Document, any Other First Lien Priority Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Credit Agreement other Indenture Document, any Other First Lien Priority Agreement, any the Intercreditor Agreement Agreements or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 1 contract
Samples: Collateral Agreement (Momentive Specialty Chemicals Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Pledgee hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement or any other Loan Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document, or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Secured Obligations).
Appears in 1 contract
Samples: Control Agreement (RMR Asia Pacific Real Estate Fund)
Security Interest Absolute. To the extent permitted by lawLaw, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Document, any Other First Lien the Note Purchase Agreement, any other Note Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien the Note Purchase Agreement, any Intercreditor Agreement other Note Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, guarantee securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor the Grantors in respect of the Secured Obligations or this Agreement (other than a defense payment of payment or performance)the Secured Obligations in full. SECTION 5.13.
Appears in 1 contract
Samples: Pledge and Collateral Agreement (Bird Global, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the ABL Credit Agreement or any other Loan Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the ABL Credit Agreement Document, or any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent Trustee hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Note Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Credit Agreement other Note Document, any Other First Lien Agreement, any the Intercreditor Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance).
Appears in 1 contract
Samples: Collateral Agreement (Momentive Performance Materials Inc.)
Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Note Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Note Document or any other agreement or instrument, (c) any taking, exchange, release or non-perfection of any Lien on any Collateral (except as provided in Sections 2.06(a)(iii) and 4.11) or any other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, (d) any manner of application of any Collateral or any other collateral, or proceeds thereof, to any Secured Obligations, (e) any change, restructuring or termination of the corporate structure or existence of the Pledgor or any of its Subsidiaries or (df) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Term Loan Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any Pari Passu Agreement, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Term Loan Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional to the fullest extent permitted by applicable law irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Noteholder Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Noteholder Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, guarantee securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Indenture Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Indenture Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the payment in full in cash of payment or performanceall the Secured Obligations).
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the --------------------------- Collateral Agent Agents hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral Interests and all obligations of each Pledgor the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreements any Credit Agreement other Loan Document, any Other First Lien Hedging Agreement, any SunTrust Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Credit Agreement other Loan Document, any Other First Lien Hedging Agreement, any Intercreditor Agreement SunTrust Document or any other agreement or instrument, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Document, any Other First Lien the Securities Purchase Agreement, any other Transaction Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien the Securities Purchase Agreement, any Intercreditor Agreement other Transaction Document or any other agreement or instrumentinstrument relating to the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
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Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in of the Pledged Collateral Agent and all obligations of each Pledgor the Pledgors hereunder shall shall, to the extent permitted by law, be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document (other than this Pledge Agreement), any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document (other than this Pledge Agreement) or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Pledge Agreement.
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Samples: Pledge Agreement (Mentor Corp /Mn/)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor the Grantors hereunder shall be absolute and unconditional irrespective of (ai) any lack of validity or enforceability of the Indenture, any Credit Agreement other Note Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Note Document or any other agreement or instrument, (ciii) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, (iv) the existence of any claim, set-off or other right which any Grantor may have at any time against any other Grantor, the Collateral Agent , any other Secured Obligations Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim or (dv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
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Samples: Security Agreement (Great Atlantic & Pacific Tea Co Inc)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Trustee hereunder, the Security Interest grant of a security interest and Hypothec in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor hereunder the Grantors hereunder, shall be absolute and unconditional irrespective of (ai) any lack of validity or enforceability of any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any guarantee or other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (bii) any change in the time, manner NY1-497088 EXECUTION or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement the Indenture or any other agreement or instrument, (ciii) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guarantee, securing or guaranteeing for all or any of the Secured Obligations or (div) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall of the Secured Obligations and subject to Section 14 of this Agreement).
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Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Pledgee hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each the Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Original Note, the New Note or any Credit Agreement Documentother loan document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of the payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Original Note or the New Note, any Other First Lien Agreementother loan document, any Intercreditor Agreement or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any the Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Secured Obligations).
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Security Interest Absolute. To The obligations of each Pledgor under this Pledge Agreement are independent of the extent permitted by lawobligations under any of the other Loan Documents, all and a separate action or actions may be brought and prosecuted against each Pledgor to enforce this Agreement. All rights of the Collateral Agent Lender hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Credit Agreement Loan Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateralrelease, or any release or amendment or waiver of of, or consent under to or departure from from, any guarantee, securing or guaranteeing guaranty for all or any of the Secured Obligations or Obligations, (d) any change, restructuring or termination of the corporate structure or existence of each Pledgor or Issuer or (e) any other circumstance that which might otherwise constitute a defense available to, or a discharge of, any each Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense of payment or performance)Agreement.
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Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement DocumentAgreement, any Other First Lien the Collateral Sharing Agreement, the Intercreditor Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any the Collateral Sharing Agreement, the Intercreditor Agreement any other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the Obligations).
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Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Administrative Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Credit Agreement other Loan Document, any Other First Lien Agreement, agreement with respect to any Intercreditor Agreement of the Secured Obligations or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, guarantee securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performancein full in cash).
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Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each Pledgor the Grantors hereunder shall be absolute and unconditional irrespective of (ai) any lack of validity or enforceability of the Indenture, any Credit Agreement other Note Document, any Other First Lien Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Credit Agreement Documentthe Indenture, any Other First Lien Agreement, any Intercreditor Agreement other Note Document or any other agreement or instrument, (ciii) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, (iv) the existence of any claim, set-off or other right which any Grantor may have at any time against any other Grantor, the Collateral Agent, any other Secured Obligations Party, or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim or (dv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
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Samples: Security Agreement (Great Atlantic & Pacific Tea Co Inc)
Security Interest Absolute. To the extent permitted by lawLaw, all rights of the Collateral Administrative Agent hereunder, the Security Interest in the Article 9 CollateralInterest, the grant of a security interest in the Pledged Collateral and all obligations of each Pledgor Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document or the Pari Passu Indenture, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement Document, any Other First Lien Agreement, any Intercreditor Agreement other Loan Document or the Pari Passu Indenture or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Term Loan Security Agreement (Prestige Brands Holdings, Inc.)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Trustee hereunder, the Security Interest in the Article 9 Collateral, the grant of a security interest in the Pledged Collateral and all obligations of each Subsidiary Pledgor hereunder hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, the BFI Indenture, the AWNA Indenture, any 2001 Indenture, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any the Credit Agreement DocumentAgreement, the BFI Indenture, the AWNA Indenture, any Other First Lien Agreement2001 Indenture, any Intercreditor Agreement other Loan Document or any other agreement or instrumentinstrument relating to any of the foregoing, (c) any exchange, release or non-perfection nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under to or departure from any guaranteeguaranty, securing or guaranteeing for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Subsidiary Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than a defense the indefeasible payment in full of payment or performanceall the monetary Obligations).
Appears in 1 contract
Samples: Shared Collateral Pledge Agreement (Allied Waste North America Inc/De/)
Security Interest Absolute. To the extent permitted by law, all All rights of the Collateral Agent Chargee hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral interests created hereunder and all obligations of each Pledgor the Company hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any this Debenture, the Credit Agreement Document, any Other First Lien Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from this Debenture, the Credit Agreement, any Credit Agreement other Loan Document, any Other First Lien Agreement, agreement with respect to any Intercreditor Agreement of the Secured Obligations or any other agreement or instrument, instrument (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, guarantee securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense defence (other than payment in full of the Secured Obligations) available to, or a discharge of, any Pledgor the Company in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Debenture.
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Security Interest Absolute. To the extent permitted by law, all All rights of the Notes Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral Interests created hereby and all obligations of each Pledgor the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indenture, any Credit Agreement other Notes Document, any Other First Pari Passu Lien Obligations Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture, any Credit Agreement other Notes Document, any Other First Pari Passu Lien Agreement, any Intercreditor Obligations Agreement or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor Grantor in respect of the Secured Obligations or this Agreement (other than a defense of payment or performance)Agreement.
Appears in 1 contract
Samples: Notes Security Agreement (Associated Materials, LLC)
