Guaranties and Collateral Sample Clauses

Guaranties and Collateral. 76 Section 6.13

Guaranties and Collateral. (i) any provision of any Collateral Document, Guaranty or any Parent Collateral Document shall for any reason cease to be valid and binding on or enforceable against any Loan Party or any Subsidiary of any Loan Party or any Guarantor party thereto or any Loan Party or any Subsidiary of any Loan Party or any Guarantor shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or (ii) any Collateral Document or Parent Collateral Documents shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected and first priority security interest subject only to Permitted Liens and such failure shall continue unremedied for a period of 10 days after the earlier of (i) the date upon which a Responsible Officer knew or should have known of such failure or (ii) the date upon which written notice thereof is given to any Loan Party by the Agent or any Lender; and provided that such failure is remedied with no loss of priority and that the Lenders or the Agent on behalf of the Lenders are returned to the position they would have been in had no lapse of the security interest, or the priority or perfection thereof ever occurred;

Guaranties and Collateral. Each Significant Subsidiary of the Borrower shall: (i) in the case of a Subsidiary which is not a party to the Guaranty Agreement, execute and deliver to the Administrative Agent a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; (ii) pledge the equity interests it owns in any other Significant Subsidiary to the Collateral Agent for the benefit of the Lenders on a first priority perfected basis pursuant to the Pledge Agreements, (iii) execute and deliver to the Administrative Agent documents, modified as appropriate to relate to such Subsidiary, in the forms described in Section 6.1.1 [Officer's Certificate], 6.

Guaranties and Collateral. Cause each of its Qualified Subsidiaries to execute a Guaranty in substantially the form of Exhibit D or such other form as reasonably requested by the Agent to accomplish the same purposes in any jurisdiction outside of the United States with respect to Qualified Subsidiaries organized outside of the United States or with assets outside of the United States, in each case with such changes thereto as the Agent may reasonably request, such that each Qualified Subsidiary is directly liable for the Loan Obligations and cause itself and each of its Qualified Subsidiaries to execute such Pledge Agreements in substantially the form of Exhibit E, Security Agreements in substantially the form of Exhibit F, and Mortgages in substantially the form of Exhibit G, or such other forms as reasonably requested by the Agent to accomplish the same purposes in any jurisdiction outside of the United States with respect to Qualified Subsidiaries organized outside of the United States or with assets outside of the United States, in each case with such changes thereto as the Agent may reasonably request, and all ancillary documents, consents, and agreements as the Agent may reasonably request, including opinion letters regarding the enforceability of such agreements and the perfection of the Liens created thereunder, such that all assets of the Borrower and its Qualified Subsidiaries, including all personal property, real property, and securities, partnership interests, and other investments are pledged to the Collateral Trustee for the ratable benefit of the Lenders and the other secured (a) Securities issued by Unqualified Subsidiaries, partnership interests issued by Unqualified Subsidiaries, and other investments in Unqualified Subsidiaries and minority interests in Persons organized outside of the United States with assets held primarily outside of the United States need only be pledged to the Collateral Trustee to the extent such interests can be pledged to the Collateral Trustee without causing deemed distributions of the income of such Persons to the Borrower under the Code; (b) Hanover Marketing need not execute a Guaranty or any such Security Documents so long as the only assets owned by Hanover Marketing are the assets owned by Hanover Marketing which are reflected in the Financial Statements and such assets are transferred to another Loan Party and Hanover Marketing is dissolved or merged out of existence on or before 180 days after the date of this Agreement; and (c...

Guaranties and Collateral. (1) The provisions of this Agreement, the Pledge Agreement and any other Security Documents create legal, valid, perfected enforceable and continuing security interests in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties having priority over all other Liens on the Collateral except for Permitted Encumbrances permitted under the Security Documents arising under and having priority in accordance with applicable Requirements of Law. (2) Each Material Domestic Subsidiary of the Borrower has executed and delivered to the Administrative Agent a Guaranty or counterpart thereof or other document acceptable to the Administrative Agent that serves the same function.

Guaranties and Collateral. 73 Section 6.13 Senior Indebtedness. ................................................................................ 74 Section 6.14 Hedging Agreements. .............................................................................. 74 Section 6.15 Cash Management. ................................................................................... 74 Section 6.16 Collateral Access Agreements. ................................................................ 74 Section 6.17 Bonding Obligations. ............................................................................... 74 SECTION 7.

Guaranties and Collateral. (a) The Pari Passu Obligations shall (and the obligations under any Hedging Contracts providing for the transfer or mitigation of interest rate risk with respect to the Pari Passu Obligations may) at all times be secured by first priority Liens in favor of the Collateral Agent on all assets, real and personal, of HoldCo, the Company and its Subsidiaries, subject to the collateral sharing arrangements set forth in Section 9.6 hereof and the limitations set forth in this Section and the Collateral Documents. (b) Promptly after the earlier of January 1, 2002 and the date such grant shall become legal under Brazilian law and the terms of the Mirror Authorizations, whether as a result of a change in law, an amendment to the Mirror Authorizations or otherwise, the Company shall deliver to the Collateral Agent such additional documents, and take such other steps, as may be necessary or requested by the Collateral Agent to grant a first priority security interest in the Mirror Authorizations to the Collateral Agent for the benefit of the Secured Parties. Common Terms Agreement 60 71 (c) Within 10 days after the end of each Fiscal Quarter (or with respect to accounts receivable, Cash Equivalents, Intercompany Debt and Shareholder Loans ("Receivables Assets") within 10 days after the end of each calendar month), the Company shall deliver to the Collateral Agent: (i) a listing, certified as true, accurate and complete by a Senior Officer of the Company, of all equipment, all accounts (including accounts receivable), all Material Contracts, all Intellectual Property Rights, general intangibles and other personal property or fixtures in which the Company or any Subsidiary acquired an interest, and all Shareholder Loans and other loans made by Affiliates to the Company, during the immediately preceding Fiscal Quarter (or, with respect to Receivables Assets, calendar month); and (ii) amendments to the relevant Collateral Documents or other documents, executed by the appropriate Company Party, in the form described in such Collateral Documents and otherwise in form and substance satisfactory to the Collateral Agent, as may be necessary to be signed by such party, filed, recorded or registered with any Governmental Authority in order to create in such personal property or fixtures constituting Collateral a valid, enforceable and first priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties or as may otherwise be requested by the Collateral Age...

Guaranties and Collateral. 18 Section 4.1. Guaranties............................................................................18 Section 4.2. Collateral............................................................................18 Section 4.3. Further Assurances....................................................................19

Guaranties and Collateral. Deliver, or cause to delivered, such guaranties, security agreements, mortgages and other Security Documents as are necessary to provide the Lender with a first priority Lien on all of the Property of the Obligors (other than Excluded Collateral (as defined in the Security Agreement)), in each case, together with such opinions, title insurance policies, endorsements, financing statements, control agreements and other agreements, documents and instruments in furtherance of such guaranties and collateral arrangements, in each case, as the Lender may from time to time reasonably request.

Guaranties and Collateral. In order to secure the due payment and performance by the Borrowers of all of the Indebtedness, liabilities and obligations of the Borrowers to the Banks (including Fleet in its capacity as Temporary Lender) and the Agent, whether now existing or hereafter arising, under this Agreement and the other Loan Documents (collectively, all of the Indebtedness, liabilities and obligations of the Borrowers to the Banks and the Agent, whether now existing or hereafter arising, whether or not currently contemplated, arising under the Loan Documents, including, without limitation, the L/C Obligations, are herein referred to, collectively, as the "Obligations"): (a) LCI shall: (i) by execution and delivery of the Confirmation Agreement simultaneously with the execution and delivery of this Agreement confirm under the Amended and Restated Borrower Security Agreement dated September 28, 1994 between LCI and the Agent (as amended, modified and supplemented from time to time, the "Amended and Restated LCI Security Agreement") and the existing and continuing grant to the Agent for the ratable benefit of the Banks of a Lien on substantially all personal properties and assets of LCI whether now owned or hereafter acquired and wherever located, of every kind and description, tangible and intangible, other than the issued and outstanding shares of the capital stock of LFC now or hereafter owned by LCI except to the extent described below; (ii) amend and restate the Amended and Restated Borrower Assignment of Leases dated September 28, 1994 between LCI and the Agent by executing and delivering a Second Amended and Restated Assignment of Contracts (as amended, modified and supplemented from time to time, the "Amended and Restated LCI Assignment of Contracts"; (iii) by execution and delivery of the Confirmation Agreement confirm (A) under the Amended and Restated Borrower Pledge Agreement dated September 28, 1994 between, inter alia, LCI and the Agent (as amended, modified and supplemented from time to time, the "Amended and Restated LCI Pledge Agreement") the existing and continuing grant to the Agent for the ratable benefit of the Banks of a first Lien on and pledge with the Agent for the ratable benefit of the Banks of, and the grant of certain other liens with respect to, the issued and outstanding shares of the capital stock now or hereafter owned by it of each of its Subsidiaries other than LFC; and (B) under the Pledge Agreement dated September 28, 1994 between, inter alia,...