Common use of Guarantee and Collateral Requirements Clause in Contracts

Guarantee and Collateral Requirements. The Shared Guarantee and Collateral Agreement (as defined in the Dex Credit Agreements) will be amended such that (i) the Service Company will guarantee on a secured basis the obligations under the Credit Agreements (and any refinancings thereof) on a pari passu basis, and (ii) in addition to its existing secured guarantees of the obligations under the Dex East Credit Agreement, the Dex West Credit Agreement and the RHDI Credit Agreement, Newco (and any additional Guarantors under the Dex Credit Agreements after the Effective Date (other than the Service Company and the Dex Entities and the Subsidiaries of the Dex Entities)) will also guarantee the obligations of SuperMedia under the SuperMedia Credit Agreement on an unsecured basis. Under the amended Shared Guarantee and Collateral Agreement, (i) the Service Company shall also grant liens in favor of each of the Companies to secure the performance of its obligations under the Shared Services Agreement and (ii) each Company will agree that its rights to pursue remedies and initiate enforcement actions against the Service Company shall be conditioned on a material breach by the Service Company of its obligations to such Company under the Shared Services Agreement.

Appears in 1 contract

Samples: Merger Agreement (Supermedia Inc.)

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Guarantee and Collateral Requirements. SuperMedia and its Subsidiaries will be excluded from the requirements of Section 5.12 (the “Further Assurances” covenant). · For the avoidance of doubt, none of SuperMedia’s Subsidiaries’ equity interests or assets shall be required to be pledged to the Lenders as Collateral for the Obligations. The existing Shared Guarantee and Collateral Agreement (as defined in the Dex Credit Agreements) will be amended such that (i) the Service Company will guarantee on a secured basis the obligations under the Credit Agreements (and any refinancings thereof) on a pari passu basis, basis and (ii) in addition to its existing secured guarantees of the obligations under the Dex East Credit Agreement, the Dex West Credit Agreement and the RHDI Credit Agreement, Newco the Ultimate Parent (and any additional Guarantors under the Dex West Credit Agreements Agreement after the Effective Date (other than the Service Company and the Dex Entities Borrower and the Subsidiaries of the Dex Entitiesits Subsidiaries)) will also guarantee the obligations of SuperMedia under the SuperMedia Credit Agreement on an unsecured basis. Under the amended Shared Guarantee and Collateral Agreement, (i) the Service Company shall also grant liens in favor of each of the Companies to secure the performance of its obligations under the Shared Services Agreement and (ii) each Company will agree that its rights to pursue remedies and initiate enforcement actions against the Service Company shall be conditioned on a material breach by the Service Company of its obligations to such Company under the Shared Services Agreement.

Appears in 1 contract

Samples: Merger Agreement (Supermedia Inc.)

Guarantee and Collateral Requirements. SuperMedia and its Subsidiaries will be excluded from the requirements of Section 5.12 (the “Further Assurances” covenant). · For the avoidance of doubt, none of SuperMedia’s Subsidiaries’ equity interests or assets shall be required to be pledged to the Lenders as Collateral for the Obligations. The existing Shared Guarantee and Collateral Agreement (as defined in the Dex Credit Agreements) will be amended such that (i) the Service Company will guarantee on a secured basis the obligations under the Credit Agreements (and any refinancings thereof) on a pari passu basis, basis and (ii) in addition to its existing secured guarantees of the obligations under the Dex East Credit Agreement, the Dex West Credit Agreement and the RHDI Credit Agreement, Newco the Ultimate Parent (and any additional Guarantors under the Dex East Credit Agreements Agreement after the Effective Date (other than the Service Company and the Dex Entities Borrower and the Subsidiaries of the Dex Entitiesits Subsidiaries)) will also guarantee the obligations of SuperMedia under the SuperMedia Credit Agreement on an unsecured basis. Under the amended Shared Guarantee and Collateral Agreement, (i) the Service Company shall also grant liens in favor of each of the Companies to secure the performance of its obligations under the Shared Services Agreement and (ii) each Company will agree that its rights to pursue remedies and initiate enforcement actions against the Service Company shall be conditioned on a material breach by the Service Company of its obligations to such Company under the Shared Services Agreement.

Appears in 1 contract

Samples: Merger Agreement (Supermedia Inc.)

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Guarantee and Collateral Requirements. SuperMedia and its Subsidiaries will be excluded from the requirements of Section 5.12 (the “Further Assurances” covenant). · For the avoidance of doubt, none of SuperMedia’s Subsidiaries’ equity interests or assets shall be required to be pledged to the Lenders as Collateral for the Obligations. The existing Shared Guarantee and Collateral Agreement (as defined in the Dex Credit Agreements) will be amended such that (i) the Service Company will guarantee on a secured basis the obligations under the Credit Agreements (and any refinancings thereof) on a pari passu basis, basis and (ii) in addition to its existing secured guarantees of the obligations under the Dex East Credit Agreement, the Dex West Credit Agreement and the RHDI Credit Agreement, Newco the Ultimate Parent (and any additional Guarantors under the Dex RHDI Credit Agreements Agreement after the Effective Date (other than the Service Company and the Dex Entities Borrower and the Subsidiaries of the Dex Entitiesits Subsidiaries)) will also guarantee the obligations of SuperMedia under the SuperMedia Credit Agreement on an unsecured basis. Under the amended Shared Guarantee and Collateral Agreement, (i) the Service Company shall also grant liens in favor of each of the Companies to secure the performance of its obligations under the Shared Services Agreement and (ii) each Company will agree that its rights to pursue remedies and initiate enforcement actions against the Service Company shall be conditioned on a material breach by the Service Company of its obligations to such Company under the Shared Services Agreement.

Appears in 1 contract

Samples: Merger Agreement (Supermedia Inc.)

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