Guarantees and Collateral Sample Clauses

Guarantees and Collateral. UCLP shall and it shall cause the Borrower and each Guarantor to gxxxx x Xxxx pursuant to the Security Instruments on substantially all of its Properties located in the United States now owned or at any time hereafter acquired by it, the Borrower or a Guarantor, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing shall not require the creation or perfection of pledges of, security interests in or mortgages on, with respect to (A) any real property that has a value of less than $7,500,000, (B) any Property as provided on Schedule 8.07 or (C) any Property that in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that UCLP, the Borrower and any Guarantor will have ninety (90) days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement or a supplement thereto. UCLP shall cause to be pledged by the appropriate Person (i) all of the Equity Interests of each Domestic Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) 65% of the capital stock of each first tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the capital stock of such Domestic Subsidiary or 65% of the capital stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (iii) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above (and subject to the same limitations set forth above) will include Property l...

Guarantees and Collateral. (a) In the event that there shall at any time exist any North American Subsidiary (other than an Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and Collateral Agreement or the Canadian Security Agreements, as the case may be, the Borrower will promptly notify the Collateral Agent (including in such notice the information that would have been required to be set forth with respect to such Subsidiary in the Perfection Certificate if such Subsidiary had been one of the Grantors listed therein) and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, deliver to the Collateral Agent a supplement to the Guarantee and Collateral Agreement or the Canadian Security Agreements, as the case may be, in substantially the form specified therein, duly executed and delivered on behalf of such North American Subsidiary, pursuant to which such North American Subsidiary will become a party to the Guarantee and Collateral Agreement and a Subsidiary Guarantor and, if it elects to become a Grantor or if its Total Assets are greater than $10,000,000 as of December 31, 2004, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), a Grantor, in each case as defined in the Guarantee and Collateral Agreement. (b) In the event that the Borrower or any other Grantor shall at any time directly own any Equity Interests of any Subsidiary (other than (i) Equity Interests in any Subsidiary with Total Assets not greater than $10,000,000 as of December 31, 2004, or if later, as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Excluded Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in accordance with this paragraph or Section 4.01(l)), the Borrower will promptly notify the Collateral Agent and will, within 30 days (or such longer period as may be reasonable under the circumstances) after such notification, cause such Equity Interests to be pledged under the Guarantee and Collateral Agreement and cause to be delivered to the Collateral Agent any certificates representing such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; provided, that (A) no Grantor shall be required to pledge more than ...

Guarantees and Collateral. Notwithstanding any provision of any Loan Document to the contrary: (a) For purposes of any determination relating to the ABL Priority Collateral as to which the Administrative Agent is granted discretion hereunder or under any other Loan Document (including any determination with respect to any waiver or extension or any opportunity to request that is permitted or required under the definition of “Collateral and Guarantee Requirement,” under this Agreement or under any other Loan Document), the Administrative Agent shall be deemed to have agreed and accepted any determination in respect thereof by the Applicable Administrative Agent; and (b) For purposes of any determination relating to the Term Loan Priority Collateral as to which the Administrative Agent is granted discretion hereunder or under any other Loan Document (including any determination with respect to any waiver or extension or any opportunity to request that is permitted or required under the definition of “Collateral and Guarantee Requirement,” under this Agreement or under any other Loan Document), the Administrative Agent shall be deemed to have agreed and accepted any determination in respect thereof by the Applicable Administrative Agent; it being understood and agreed that as of the Closing Date, the Administrative Agent is the Applicable Administrative Agent with respect to the Term Loan Priority Collateral.

Guarantees and Collateral. Notwithstanding any provision of any Note Document to the contrary, until the First Lien Credit Agreement Obligations Payment Date, for purposes of any determination relating to the Note Guaranty and/or the Collateral (including any determination with respect to any opportunity to request that is permitted or required under the definition of “Collateral and Guarantee Requirement” and/or under any other provision of this this Agreement and/or any other Note Document, but other than any determination by the Required Purchasers pursuant to Section 7.01 (or any other provision under this Agreement or any other Note Document permitting the exercise of remedies), including any determination as to whether any Collateral Document is in form and substance satisfactory to the Required Purchasers and/or the Purchaser Representative, as applicable, or Section 9.02(b)) as to which the Purchaser Representative and/or the Required Purchasers, as applicable, are granted discretion hereunder or under any other Note Document, the determination of the First Lien Credit Agreement Agent (or the equivalent representative under any other First Lien Facility) shall be deemed to be the determination of the Purchaser Representative and/or the Required Purchasers, as applicable, with respect thereto. For the avoidance of doubt, neither the Purchaser Representative, nor any Purchaser, shall have any liability or responsibility for any such determination of the First Lien Credit Agreement Agent or any consequences thereof.

Guarantees and Collateral. Notwithstanding any provision of any Loan Document to the contrary, for purposes of any determination relating to the ABL Priority Collateral as to which the Administrative Agent is granted discretion hereunder or under any other Loan Document, the Administrative Agent shall be deemed to have agreed and accepted any determination in respect thereof by the Administrative Agent or the Collateral Agent with respect to the ABL Facility, or any similar agent or trustee with respect to the ABL Facility (including in respect of any substitutions, replacements, extensions, renewals, restatements, or refinancings of the ABL Facility), as applicable.

Guarantees and Collateral. Same as Existing Credit Agreement. For the avoidance of doubt, the Collateral will be subject to second priority Liens securing the Convertible Notes and the Second Lien Notes and any Refinancing Indebtedness in respect thereof, which junior Liens shall be subject to a customary silent second intercreditor agreement (the “Second Lien Intercreditor Agreement”), materially consistent with the term sheet attached as Schedule 1.

Guarantees and Collateral. Notwithstanding any provision of any Loan Document to the contrary, until the First Lien Obligations Payment Date, for purposes of any determination relating to the Collateral (including any determination with respect to any waiver or extension or any opportunity to request that is permitted or required under the definition of “Collateral and Guarantee Requirement,” under this Agreement or under any other Loan Document) as to which the Administrative Agent is granted discretion hereunder or under any other Loan Document, the determination of the First Lien Administrative Agent (or the agent for the holders of any applicable First Lien Obligations) under the analogous provision of the corresponding Loan Document (as defined in the First Lien Credit Agreement (or any equivalent term under any First Lien Facility) (or the documentation governing the other applicable First Lien Obligations) shall be deemed to be the determination of the Administrative Agent with respect thereto.

Guarantees and Collateral. 13.1 The Lessee undertakes to furnish to the JIZMD collateral for the performance of each of the terms of this Agreement including collateral for payment of all those payments which the Lessee is liable to pay according to this Agreement, including rent and all of its undertakings hereunder. The furnishing of the following collateral is a condition for conveying possession: The Lessee will deposit an autonomous and unconditional bank guarantee in the form attached hereto as Appendix “C”, linked to the CPI of the month of January 2013, that stands at 100.3 points according to the 2012 base, to the order of the Jerusalem Industrial Regional Management and Development Administration Ltd., and/or the Hebrew University of Jerusalem, in an amount equal to 3 months’ rent (plus VAT) i.e. the sum of NIS 37,326 (thirty seven thousand and three hundred and twenty six shekels), to be in force until the expiration of 60 days after the expiration of the Lease Term (hereinafter: “the Collateral”), to secure the full performance of the Lessee’s undertakings and the JIZMD and/or the University may exercise the same in such manner as it deems fit, in order to fulfil the Lessee’s obligations. 13.2 It is agreed that JIZMD and/or the University may realize the collateral at any time in order to cover any payment and any debt that will be passed due and outstanding by the Lessee within 30 days of the date it will have been required to do so, by the JIZMD, by written notice. It is hereby declared that the realization of the Collateral by JIZMD and/or the University in order to cover payment of the rent on the dates specified in clause 9.2 above will be made immediately, and without prior notice. The JIZMD and/or the University may realize the Collateral by way of deduction out of the guarantee monies. 13.3 If the JIZMD or the University will have realized the Collateral or any part thereof, the Lessee will then be bound to make up, immediately upon the JIZMD’s or the University’s demand, any shortfall amount of the Collateral, following the realization. 13.4 Without derogating from the generality of the foregoing, the Lessee undertakes that throughout the entire Lease Term, Collateral in the amount as set in this Agreement will be available for the benefit of the JIZMD or the University. 13.5 The realization of the Collateral or part thereof by JIZMD or the University will be at the discretion of the JIZMD or the University only, after giving 14 days’ written notice and the Less...

Guarantees and Collateral. Notwithstanding any provision of any Loan Document to the contrary, for purposes of any determination relating to the ABL Priority Collateral as to which the Administrative Agent is granted discretion hereunder or under any other Loan Document (including any determination with respect to any waiver or extension or any opportunity to request that is permitted or required under the definition of “Collateral and Guarantee Requirement,” under this Agreement or under any other Loan Document), the Administrative Agent shall be deemed to have agreed and accepted any determination in respect thereof by the Applicable Administrative Agent, it being understood that as of the Closing Date the ABL Agent is the Administrative Agent with respect to the ABL Priority Collateral.

Guarantees and Collateral. Notwithstanding any provision of any Loan Document to the contrary, for purposes of any determination relating to the Fixed Asset Priority Collateral as to which the Administrative Agent is granted discretion hereunder or under any other Loan Document, the Administrative Agent shall be deemed to have agreed and accepted any determination in respect thereof by the “Administrative Agent” or the “Collateral Agent” with respect to the First Lien Facilities, or any similar agent or trustee with respect to the First Lien Facilities (including in respect of any substitutions, replacements, extensions, renewals, restatements, or refinancings of the First Lien Facilities), as applicable.