Guarantees and Security. A waiver of issuance or the release of any Guarantor from any of its obligations under Clause 29 (Guarantee and Indemnity) or a release of any Security under the Security Documents, in each case, other than in accordance with the terms of any Finance Document shall require the prior written consent of affected Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 90 per cent. of the Available Facilities plus aggregate Outstandings.
Guarantees and Security. Effective as of the Agreement Date:
(i) each guarantee supporting the Obligations made in favor of the Initial Lender shall be deemed to have been made in favor of the Administrative Agent, for the ratable benefit of the Lenders, and each reference to the Initial Lender in any such guarantee shall instead be deemed to be a reference to the Administrative Agent, acting for the ratable benefit of the Lenders; and
(ii) each security agreement, pledge, control agreement and other security document granting, purporting to grant or otherwise relating to liens granted over the collateral made in favor of the Initial Lender to secure the Obligations shall be deemed to have been made in favor of the Administrative Agent, for the ratable benefit of the Lenders, and each applicable Loan Party hereby grants a security interest in such collateral to the Administrative Agent, for the ratable benefit of the Lenders, and each reference to the Initial Lender in any such security agreement, pledge, control agreement and other security document shall instead be deemed to be a reference to the Administrative Agent, acting for the ratable benefit of the Lenders.
Guarantees and Security. (a) The Company shall:
(i) within 30 days of a member of the Group becoming a Material Subsidiary, ensure that the relevant member of the Group becomes an Additional Guarantor in accordance with Clause 28 (Changes to the Obligors).
(b) The Company need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.
(c) Each Obligor shall (and the Company shall ensure that each other member of the Group will), at its own expense, promptly take all such action as the Agent or the Security Agent may require:
(i) for the purpose of perfecting or protecting any of the Finance Parties’ rights under, and preserving the Security intended to be created or evidenced by, any of the Finance Documents; and
(ii) for the purpose of facilitating the realisation of any of that Security, including the execution of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction and the making of any registration which the Agent or the Security Agent may reasonably require.
(d) The Company shall ensure that at all times:
(i) the aggregate of the unconsolidated net assets (excluding any intragroup loans) of the Guarantors (without double counting and excluding any interests in any Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated net assets of the Group; and
(ii) the aggregate of the unconsolidated revenues or EBITDA of the Guarantors (without double counting and excluding any dividends or other distributions from Subsidiaries which are Guarantors) exceeds 80 per cent. of the consolidated revenues or EBITDA of the Group, in each case calculated by reference to the then most recent annual and quarterly unaudited unconsolidated financial statements of each Guarantor and the then most recent annual and quarterly audited consolidated financial statements of the Group.
Guarantees and Security. Your Letter of Offer will tell you about any guarantees and Security required by ANZ for your loan or facility. Please be aware that: • if ANZ is holding any existing Security at the date of your Letter of Offer, and you accept the terms in your Letter of Offer, you agree to that Security also being held by ANZ as Security for the new loan or facility; • guarantee and security documents are prepared on ANZ’s normal forms. If special circumstances exist, or if ANZ considers it necessary, these forms will be changed or new guarantees or Security will be drafted to ensure there are effective guarantees and Security; • if changes to guarantees or Security or new guarantees or Security are prepared by ANZ’s solicitor, you must pay us any reasonable cost which we may incur when that happens. You can ask for a fee estimate in advance. These costs will be payable by you on the date the fees are invoiced to ANZ; • ANZ must be satisfied with the title and the guarantee and Security documents before it will provide any credit; • documentation for guarantees and Security will be prepared by ANZ’s solicitor. The ANZ solicitor is acting to protect the interest of ANZ. We recommend you instruct your own solicitor to advise you. If ANZ reasonably considers that your Letter of Offer or Security document (or a transaction in connection with it) is or contains a security interest for the purposes of PPS, you agree to do, and you agree to ensure each Guarantor does, anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which ANZ asks and considers reasonably necessary for the purposes of: • ensuring that the security interest is enforceable, perfected, and otherwise effective; • enabling ANZ to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority required by ANZ; or • enabling ANZ to exercise rights in connection with the security interest. Costs of further steps Everything you are required to do under this Section is at your expense. You agree to pay or reimburse the reasonable costs of ANZ in connection with anything you are required to do under this Section. Costs of ANZ for the purposes of this Section include for example: • ANZ’s charges and commissions; • expenses; • fees; • costs incurred in connection with professional advisors including legal costs (calculated on a full indemnity basis) for this lo...
Guarantees and Security. 3.1 It is agreed between the parties to this Indenture that subject to the other provisions of this Schedule I, no individual item of security shall be granted unless on or about the same time, security of an equivalent nature is granted to or for the benefit of Law Debenture Trust Company, in its capacity as trustee for certain of the Existing Secured Notes.
3.2 Where a member of the Group requires prior consideration of or consultation with any corporate body and/or anybody representing employees of such a member of the Group before granting guarantees and/or security, such guarantees and/or security shall not be granted until any procedure that must be followed under applicable law in respect of that consideration or consultation has been completed.
3.3 In the case of guarantees and security to be granted by a Guarantor incorporated in The Netherlands or France and/or over any Dutch or French assets, or any other jurisdictions or assets requiring receipt of advice from a works council, such guarantees and security shall not be granted until neutral or positive advice is received from any relevant works council.
3.4 Each guarantee will be an upstream, cross-stream and downstream guarantee and each guarantee and security will be for all liabilities of the relevant members of the Group under the Indenture in accordance with, and subject to, the requirements of the Agreed Security Principles in each relevant jurisdiction.
3.5 No subsidiary of the Parent Guarantor that is a Controlled Foreign Corporation (as defined in the United States Internal Revenue Code of 1986, as amended) (or that is a disregarded entity for U.S. federal income tax purposes owned by any such Controlled Foreign Corporation) shall be required to give a guarantee or pledge any of its assets (including shares in a subsidiary) as security for an obligation of a United States Person (as defined in the United States Internal Revenue Code of 1986, as amended). Furthermore, not more than 65% of the total combined voting power of all classes of shares entitled to vote of any such subsidiary may be pledged directly or indirectly as security for an obligation of a United States Person. These principles also apply with respect to any entity that becomes a United States Person and/or a Controlled Foreign Corporation following any guarantee or pledge of assets or shares.
3.6 No Subsidiary of the Parent Guarantor shall guarantee the New Unsecured Notes unless such Subsidiary provides a Guarantee.
Guarantees and Security. (a) The obligations of the Borrower under this Note, including, but not limited to, payment of the Repayment Amount and all other obligations (including any expense reimbursement and/or indemnification obligations) with respect to this Note and the other Note Documents (collectively, the “Obligations”) shall be guaranteed by the Guarantors under the Guarantee Agreement.
(b) The Borrower shall cause each of its Subsidiaries (other than an Excluded Subsidiary) to become a Guarantor by executing an amended or supplemental Guarantee Agreement. The Borrower will, and will procure that Getaround SAS will, in each case, if tax counsel to the Borrower and the Holder agree in good faith that the following shall not result in material adverse consequences to the Borrower pursuant to Section 956 of the Code: (i) as soon as practicable, and in no event later than the earlier of (A) 90 days after the date of this Note and (B) the receipt of consent of the lender under the PGE Facility, use its commercially reasonable efforts to cause Getaround SAS to become a Guarantor by executing an amended or supplemental Guarantee Agreement and (ii) as soon as practicable, and in no event more than 30 days after the repayment of the PGE Facility in full (other than by way of a refinancing thereof consisting of French State guaranteed loans), will cause Getaround SAS to become a Guarantor by executing an amended or supplemental Guarantee Agreement.
(c) The Borrower shall use commercially reasonable efforts to cause any joint venture or Similar Business to become a Guarantor by executing an amended or supplemental Guarantee Agreement.
(d) Any investments in the Capital Stock or indebtedness of a joint venture or Similar Business shall be made only by the Borrower or a Guarantor, and such Capital Stock shall form part of the Collateral pursuant to the Security Documents.
(e) The Obligations of the Borrower hereunder and the Guarantors under the Guarantee Agreement shall be secured by the Collateral pursuant to the terms of the Security Documents. The Security Documents shall provide for the grant by the Borrower and the Guarantors party thereto to the Collateral Agent of security interests in the Collateral.
(f) The Borrower shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Security Documents, to perfect, maintain (with the priority required under the Security Documents), preserve and protec...
Guarantees and Security. The Borrower shall:
(a) promptly notify the Agent:
(i) if any new Subsidiary of the Borrower is incorporated or formed; and
(ii) whether or not that Subsidiary is (or will be) a Restricted Subsidiary; and
(b) if such Subsidiary is a Restricted Subsidiary, within 30 days of a request by the Agent, ensure that it will:
(i) become a Guarantor and provide a Restricted Subsidiary Debenture in favour of the Secured Parties to secure all of the obligations of the Obligors under the Secured Documents; and
(ii) accede to the Intercreditor Agreement as an Obligor.
Guarantees and Security. Other than in the ordinary and usual course of business, so far as the Seller is aware, there is no outstanding guarantee or other security or arrangement having an effect equivalent to the granting of security given:
3.2.1 by any Group Company; or
3.2.2 for the benefit of any Group Company.
Guarantees and Security. To guarantee the full and punctual payment of the principal, premium, if any, and interest, (including post-filing or post-petition interest) on the Notes and all other obligations and liabilities of the Issuers under the Indenture, the Notes and the Security Documents when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally Guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior secured basis pursuant to the terms of the Indenture. The Notes and the Note Guarantees are secured by first-priority Liens and security interests on the Note Priority Collateral and by second-priority Liens and security interests on the ABL Priority Collateral on the terms and conditions set forth in the Indenture and the Security Documents. The Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the Security Documents. Each Holder by accepting this Note consents and agrees to the terms of the Security Documents as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith.
Guarantees and Security. Each Guarantor consents to the amendments to the Original Credit Agreement as set out in Clause 2 of this Fourth Supplemental Agreement and:
(a) confirms and agrees that its guarantee of the obligations and liabilities of the other Obligors under the Senior Finance Documents remains in full force and effect and will remain in full force and effect; and
(b) confirms that the charges and security interests created under the Security Documents continue in full force and effect.
