Collateral Matters; Guaranty Sample Clauses
The 'Collateral Matters; Guaranty' clause defines the terms under which collateral is provided and managed, as well as the obligations of any guarantor involved in the agreement. It typically outlines what assets or property are pledged as security for a debt or obligation, the rights and responsibilities of the parties regarding the collateral, and the conditions under which a guarantor must fulfill the obligations if the primary party defaults. This clause ensures that the lender or obligee has recourse to specific assets or a third party's guarantee, thereby reducing the risk of loss and providing additional assurance that obligations will be met.
Collateral Matters; Guaranty. Subject to the terms of the Collateral and Guarantee Requirement and any applicable limitation in any Security Document, the Parent Borrower will, and will cause each Subsidiary Loan Party to, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon (i) the formation or acquisition after the Restatement Effective Date of any Restricted Subsidiary that is a Domestic Subsidiary, (ii) the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary, (iii) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Immaterial Subsidiary or (iv) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Excluded Subsidiary, on or before the date that is sixty (60) days after the relevant formation, acquisition, designation or cessation occurred (or such longer period as the Administrative Agent may reasonably agree), the Parent Borrower shall (A) cause such Restricted Subsidiary (other than any Excluded Subsidiary) to comply with the requirements set forth in clause (a) of the definition of “Collateral and Guarantee Requirement” and (B) upon the reasonable request of the Administrative Agent, cause the relevant Restricted Subsidiary to deliver to the Administrative Agent a customary opinion of counsel for such Restricted Subsidiary, addressed to the Administrative Agent and the Lenders.
(b) Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that:
(i) no Loan Party shall be required to seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter or agreement;
(ii) no action shall be required to perfect any Lien with respect to (A) any vehicle or other asset subject to a certificate of title, and any retention of title, extended retention of title rights, or similar rights, (B) letter of credit rights, (C) the capital stock of any Immaterial Subsidiary or (D) the capital stock of any Person that is not a Subsidiary which, if a Subsidiary, would constitute an Immaterial Subsidiary, in each case except to the extent that a security interest therein is perfected by filing a UCC-1 financing statement (which, for the avoidance of doubt shall be the only required perfection action);
(iii) no Loan Party shall be required to perfect a secu...
Collateral Matters; Guaranty. (a) Subject to the terms of the Collateral Requirement and any applicable limitation in any Security Document, including the Agreed Security Principles, the Borrower will take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral Requirement continues to be satisfied.
(b) Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that with respect to any assets located in the U.S.:
(i) the Borrower shall not be required to perfect a security interest in any asset to the extent perfection of a security interest in such asset would be prohibited under any applicable Laws; and
(ii) no actions shall be required with respect to assets requiring perfection by “control” (as defined in the UCC) (other than certificated and uncertificated Equity Interests, deposit accounts and securities accounts (other than Excluded Accounts) and in respect of Indebtedness for borrowed money owing to the Borrower evidenced by a note in excess of $5,000,000) otherwise required to be pledged pursuant to this Agreement or any Security Document.
(c) The Borrower shall at all times maintain the Collateral Shares (other than any certificated Collateral Shares) and any proceeds thereof (including the proceeds of any Disposition or the cash proceeds of any dividends) in accounts or registers, as applicable, located within an EEA Member Country, the United States, or Canada (other than Excluded Accounts).
Collateral Matters; Guaranty. Subject to the terms of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, the Borrower will, and will cause each Loan Party to, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
Collateral Matters; Guaranty. 102 Section 5.11 Use of Proceeds .............................................................................................................. 104 Section 5.12