GUARANTIES AND SECURITY OF GUARANTORS Sample Clauses

GUARANTIES AND SECURITY OF GUARANTORS. The obligations shall also be ------------------------------------- guaranteed by each Guarantor pursuant to the terms of the Guaranty. The obligations of each Guarantor under the Guaranty shall be in turn secured by (a) a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in all of the assets of such Guarantor, whether now owned or hereafter acquired, pursuant to the terms of the Security Documents to which such Guarantor is a party, and (b) a pledge by such Guarantor of (i) one hundred percent (100%) of the capital stock owned by such Guarantor of each of its Domestic Subsidiaries, (ii) sixty-five percent (65%) of the capital stock owned by such Guarantor of each of its Foreign Subsidiaries, and (iii) any intercompany notes owed to such Guarantor by the Borrower or any other Domestic Subsidiary pursuant to the terms of the Security Documents to which such Guarantor is a party.
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GUARANTIES AND SECURITY OF GUARANTORS. The Obligations shall also be guaranteed by each Guarantor pursuant to the terms of its Guaranty. The Obligations of the Guarantors under the Guaranties shall in turn be secured by a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in substantially all of the assets of each such Guarantor, whether now owned or hereafter acquired, pursuant to the terms of the Security Documents to which such Guarantor is a party."
Sample 1
GUARANTIES AND SECURITY OF GUARANTORS. The Obligations shall also be ------------------------------------- guaranteed pursuant to the terms of the Guaranty. The obligations of the Guarantors under the Guaranty shall be in turn secured by a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in all of the property, rights and interests of each such Guarantor, whether now owned or hereafter acquired, described in the Security Documents to which such Guarantor is a party, including, without limitation, all Base Contracts. Promptly and in any event within thirty (30) days after FCI or any of its Subsidiaries acquires the capital stock of, or creates, any new Subsidiary which has originated or is expected to originate Base Contracts, or FCI determines that any Subsidiary of FCI who is not a Guarantor hereunder will acquire or originate Base Contracts in the future, the Borrowers will cause such new originating Subsidiary to become a party to the Guaranty, as a Guarantor thereunder, and to grant to the Collateral Agent, for the benefit of the Banks and the Administrative Agent, a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in the Collateral, including, without limitation, all Base Contracts, pursuant to a security agreement and Uniform Commercial Code financing statements substantially the same as the Security Documents delivered at the Closing.
Sample 1
GUARANTIES AND SECURITY OF GUARANTORS. The Obligations shall also be guaranteed pursuant to the terms of Section 20. The obligations of the Guarantors under Section 20 shall be in turn secured by a (i) perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in all of the assets of each such Guarantor, whether now owned or hereafter acquired, pursuant to the terms of the Security Documents to which such Guarantor is a party.
Sample 1
GUARANTIES AND SECURITY OF GUARANTORS. The Obligations shall also be guaranteed pursuant to the terms of the Guarantees. The obligations of the Guarantors under the Guarantees shall be in turn secured on or before the Closing Date, by a perfected first priority security interest (subject only to Permitted Liens entitled to priority under Applicable Law) in all Collateral and Acquisition Collateral of each such Guarantor, whether now owned or hereafter acquired, pursuant to the terms of the Security Documents to which such Guarantor is a party.
Sample 1
GUARANTIES AND SECURITY OF GUARANTORS. The Obligations shall also be guaranteed pursuant to the terms of the Guaranty by each Guarantor. The obligations of the Guarantors under the Guaranty shall be in turn secured by (a) a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in substantially all of the assets of each such Guarantor (other than Excluded Collateral), whether now owned or hereafter acquired, pursuant to the terms of the Security Documents to which such Guarantor is a party and (b) a perfected first priority pledge (subject only to Permitted Liens entitled to priority under applicable law) by such Guarantor of one hundred percent (100%) of the Capital Stock of each of its direct Subsidiaries, pursuant to the terms of the Pledge Agreement to which it is a party; provided, however, that each such Guarantor shall in no event be required to pledge more than sixty five percent (65%) of the shares of Voting Stock of any Subsidiary organized under the laws of a jurisdiction other than the United States of America or a state or other subdivision of the United States of America.
Sample 1

Related to GUARANTIES AND SECURITY OF GUARANTORS

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • Release of Guaranties WCI shall use reasonable efforts to obtain the termination and release promptly after the Closing Date of the personal guaranties of the Shareholders listed on Schedule 6.2, all of which relate to indebtedness of the Corporation included in the Financial Statements as of the Balance Sheet Date or WCI shall indemnify the Shareholders and hold them harmless from and against all losses, expenses or claims by third parties to enforce or collect indebtedness owed by the Corporation as of the Closing Date which is personally guaranteed by the Shareholders pursuant to such guaranties. The Shareholders may notify the obligees under such guaranties that they have terminated their obligations under such guaranties. The Shareholders shall cooperate with WCI in obtaining such releases.

  • Release of Guarantors In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

  • Covenants of Guarantor Guarantor covenants and agrees with Purchaser that, until payment in full of all Guaranteed Obligations and termination of the Repurchase Agreement:

  • Releases of Guarantees and Liens (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

  • Consent of Guarantors Each of the Guarantors shall have executed and delivered to the Agent the Consent.

  • Acknowledgment of Guarantors The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

  • Reaffirmation of Guaranty The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

  • Enforcement of Guarantee The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

  • Subordination of Guarantees ANTI-LAYERING. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Guarantees. Notwithstanding the foregoing sentence, the Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Securities are subordinated to Senior Debt), which shall include all guarantees of Senior Debt.

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