Additional Guarantees and Security Clause Samples
Additional Guarantees and Security. (a) In the event that any Proposed Borrowing Base Asset is requested to be added as a Borrowing Base Asset in accordance with Section 5.9, Borrower shall (i) promptly cause the Subsidiary of Parent owning such Proposed Borrowing Base Asset, if not already a Guarantor hereunder, to (A) become a Guarantor hereunder by executing and delivering to the Administrative Agent a Counterpart Agreement, and (B) execute and deliver to Administrative Agent (1) a Cash Management Agreement supplement in the form attached to the Cash Management Agreement and otherwise in form and substance reasonably satisfactory to the Administrative Agent, (2) a Control Agreement amendment in form and substance reasonably satisfactory to the Administrative Agent, and (3) either a supplement to an Approved Management Agreement, or a new management agreement, in each case with an Approved Manager to manage the additional Borrowing Base Asset and which supplement and/or management agreement shall be in form and substance reasonably satisfactory to the Administrative Agent, and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by Administrative Agent.
(b) Promptly after the formation or acquisition after the Closing Date of any new direct or indirect Subsidiary of a Credit Party which Subsidiary directly owns or leases a Borrowing Base Asset, Borrower shall (i) send to the Administrative Agent written notice setting forth with respect to such Subsidiary (A) the date on which such Subsidiary became a Subsidiary of Parent, and (B) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Parent (and such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof) and (ii) cause such Subsidiary of Parent owning such Borrowing Base Asset to take all actions described in Section 5.8(a)(i) and (ii).
Additional Guarantees and Security. The Obligor Representative shall, as soon as reasonably practicable, provide the Administrative Agent with notice of any proposed amendments to the Existing RCF, the effect of which would be to provide the Revolving Facility Lenders with (i) more favorable terms with respect to the guarantees provided by the Guarantors or (ii) Liens securing the obligations under the Existing RCF. The Obligor Representative shall deliver to the Administrative Agent a copy of any such amendment, duly signed by all parties thereto, on the effective date of such amendment. Upon receipt by the Administrative Agent of any such amendment, the Loan Parties shall be deemed to have approved a corresponding amendment on similar terms. Upon confirmation by the Administrative Agent, such amendments (excluding any waivers or consents contained therein) shall automatically be incorporated herein, mutatis mutandis (and the Borrower hereby agrees, promptly upon request of the Administrative Agent, to execute such agreements and documents as are reasonably requested to effectuate such amendments to this Agreement).
Additional Guarantees and Security. No Obligor shall (and shall ensure that no other member of the Group will) grant any guarantee or any Security in favour of a Creditor in respect of the whole or any part of the Debt unless it grants (simultaneously or prior thereto) the same in favour of all Creditors or, as the case may be, the Security Agent for and on behalf of the Creditors and where the rights in relation to which are subject to this Agreement.
Additional Guarantees and Security. (i) At least ten Banking Days prior to the direct or indirect formation or acquisition by the Borrower of a Material Subsidiary after the date hereof, the Borrower shall notify the Administrative Agent of such proposed formation or acquisition (a “Subsidiary Notice”).
(ii) On or before the date of the formation or acquisition of any Material Subsidiary referred to in a Subsidiary Notice, the Borrower shall provide to the Administrative Agent or the Mexican Collateral Agent, as applicable, an updated Perfection Certificate and such other information regarding such Material Subsidiary and its business, finances and assets as the Lenders may request.
(iii) The Borrower shall, or shall cause each entity which is to become a Material Subsidiary and is referred to in a Subsidiary Notice to, within ten Banking Days after the formation or acquisition of such Material Subsidiary, deliver to the Administrative Agent or the Mexican Collateral Agent, as applicable, the following:
(A) a Guarantee executed by such Material Subsidiary in favour of the Administrative Agent or the Mexican Collateral Agent, as applicable;
(B) Security Documents executed by such Material Subsidiary in favour of the Administrative Agent or the Mexican Collateral Agent, as applicable;
(C) a Closing Certificate of such Material Subsidiary;
(D) an instrument of adhesion executed by such Material Subsidiary and pursuant to which such Material Subsidiary agrees to be bound by the terms of the Postponement and Subordination Undertaking;
(E) opinions of such Material Subsidiary’s counsel with respect to, inter alia, such Material Subsidiary, the enforceability of the afore- mentioned Credit Documents and as to such other matters as the Administrative Agent or the Mexican Collateral Agent, as applicable, may reasonably request, and otherwise in form and substance satisfactory to the Administrative Agent;
(F) an updated Perfection Certificate containing all relevant information relating to such Material Subsidiary; and
(G) a certificate of a senior officer of the Borrower certifying that no Default has occurred and is continuing or would occur or arise immediately after or as a result of such Material Subsidiary becoming a Guarantor hereunder; whereupon such Material Subsidiary shall become a Guarantor for all purposes of this agreement.
Additional Guarantees and Security. Cause any Subsidiaries formed or acquired by it or any other Obligor after the date hereof to, within the timeframe required and to the extent so required under the Permitted Prior Secured Indebtedness in favour of the Term Lenders and ABL Lenders, enter into an unlimited guarantee in favour of the Lender of the obligations of the Borrower to the Lender under the Loan Documents, and grant to the Lender pursuant to a Security Document a first ranking Lien over all Assets of such Subsidiary (subject to the terms of the Intercreditor Agreement and Liens securing Permitted Prior Secured Indebtedness), as collateral security for its obligations under such guarantee. The Borrower shall also deliver or cause to deliver to the Lender: (i) a certificate of status, compliance, good standing or like certificate with respect to such Subsidiary issued by the appropriate Governmental Authority of the jurisdiction of its incorporation; (ii) share certificates representing all the issued and outstanding shares of such Subsidiary, together with a power of attorney delivered in blank to the Lender, executed by the holders of all shares evidenced by such certificates (subject to the terms of the Intercreditor Agreement); and (iii) any such other security document(s) as reasonably requested by the Lender. Following execution and delivery of all documentation contemplated by this Section 7.1(q), such Subsidiary shall be deemed to be Guarantor and Obligor for purposes of this Agreement, and the guarantee and Security Documents entered into by such Subsidiary shall be considered Loan Documents for purposes of this Agreement.