Certain Guarantor Representations. Each Guarantor represents that:
Certain Guarantor Representations. 6 2.7. Subrogation................................................................................6 2.8. Subordination..............................................................................6 2.9. Future Subsidiaries: Further Assurances....................................................7 2.10. Contribution Among Guarantors..............................................................7
Certain Guarantor Representations. Each Guarantor represents, as to itself, as of the date hereof that:
Certain Guarantor Representations. Each Guarantor represents that (a) it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Borrowers and their respective Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by it, to induce the Lenders to enter into this Agreement and to extend credit to the Borrowers by making the guarantees contemplated by this Section 5, (b) the credit available hereunder will directly or indirectly inure to its benefit, and (c) by virtue of the foregoing it is receiving at least reasonably equivalent value from the Lenders for its guarantee hereunder. Each Guarantor acknowledges that it has been advised by the Administrative Agent that the Lenders are unwilling to enter into this Agreement unless the guarantees contemplated by this Section 5 are given by it. Each Guarantor represents that (i) it will not be rendered insolvent as a result of entering into this Agreement, (ii) after giving effect to the transactions contemplated by this Agreement, it will have assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as they become absolute and matured, (iii) it has, and will have, access to adequate capital for the conduct of its business and (iv) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature.
Certain Guarantor Representations. Each Guarantor represents that: (a) it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Company and its Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by them, to induce the Holders to enter into the Note and to extend credit to the Guarantor by making the Guarantee; (b) the credit available under the Note will directly or indirectly inure to its benefit; (c) by virtue of the foregoing it is receiving at least reasonably equivalent value from the Holders for its Guarantee; (d) it will not be rendered insolvent as a result of entering into this Guarantee; (e) after giving effect to the transactions contemplated by this Guarantee, it will have assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as such debts become absolute and matured; (f) it has, and will have, access to adequate capital for the conduct of its business; (g) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature; and (h) it has been advised that the Holders are unwilling to enter into the Note unless this Guarantee is given by it.
Certain Guarantor Representations. 86 9.7. Subrogation.................................................87 9.8. Subordination...............................................87 9.9.
Certain Guarantor Representations. The Guarantor represents that: (a) it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by such Guarantor, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by such Guarantor, to induce the Lender to enter into this Agreement and to extend credit to the Borrower by making the guaranty contemplated by this Section 9; DocuSign Envelope ID: C6CDDD63-18AD-42F6-A2DD-DF3451F80FDA
Certain Guarantor Representations. 100 9.07. SUBROGATION.................................................100 9.08. SUBORDINATION...............................................100 9.09.
Certain Guarantor Representations. 70 9.7. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 9.8. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 9.9. Future Subsidiaries; Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 10. Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 10.1.
Certain Guarantor Representations. Each Guarantor represents that (a) it is in its best interest and in pursuit of its corporate purposes as an integral part of the business conducted and proposed to be conducted by SEGI and its Subsidiaries (including such Guarantor), and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by it, to induce the Lender to enter into the Credit Agreement and to extend credit to each Borrower by making the Guaranties contemplated by this Guaranty, (b) the credit available under the Credit Agreement will directly or indirectly inure to its benefit, and (c) by virtue of the foregoing it is receiving at least reasonably equivalent consideration from the Lender for its Guaranty. Each Guarantor
