Additional Guaranties and Collateral Security Clause Samples
Additional Guaranties and Collateral Security. Cause:
(i) each Subsidiary (other than any Excluded Subsidiary) of any Loan Party that is not in existence on the Effective Date, to execute and deliver to the Collateral Agent promptly and in any event within 10 Business Days after the formation, acquisition or change in status thereof, (A) a Joinder Agreement, pursuant to which such Subsidiary shall be made a party to this Agreement as a Guarantor or a Borrower, as applicable (provided that the Accounts Receivable or Inventory of any new Borrower shall not be included in the Borrowing Base until the applicable conditions set forth in the definitions of Eligible Accounts Receivable and Eligible Inventory are satisfied), (B) a supplement to the Security Agreement, (C) one or more Mortgages creating on the real property of such Subsidiary a perfected, first priority Lien on such real property to the extent required by Section 7.01(o), and such other Real Property Deliverables as may be required by the Collateral Agent and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Security Documents or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations in a manner consistent with the assets of the other corresponding Loan Parties that constitute Collateral; and
(ii) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within 10 Business Days after the formation or acquisition of such Subsidiary a Pledge Amendment or other comparable document (as defined in the applicable Security Documents), together with (A) if applicable, certificates evidencing all of the Equity Interests of such Subsidiary, (B) if applicable, undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such opinions of counsel as the Collateral Agent may reasonably request and (D) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent.
(iii) Notwithstanding the foregoing, no CFC of a Loan Party shall be required to become a Loan Party hereunder (and, as such, shall not be required to deliver the documents r...
Additional Guaranties and Collateral Security. Each Borrower shall cause:
Additional Guaranties and Collateral Security. Section 9.18(a) of the Loan Agreement is hereby amended by deleting the reference to “each Subsidiary of any Borrower not in existence on the date hereof” and replacing it with “each Subsidiary of any Borrower not in existence on the date hereof (other than any such Subsidiary organized outside of the United States or Canada)”.
Additional Guaranties and Collateral Security. Cause each of its Subsidiaries not in existence on the Effective Date to execute and deliver to the Agent promptly and in any event within three days after the formation, acquisition or change in status thereof (A) a Supplemental Agreement, together with (1) certificates evidencing all of the Capital Stock of such Subsidiary and any Person owned by such Subsidiary, (2) undated stock powers executed in blank with signature guaranteed, (3) such financing statements as the Agent may require and (4) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may require, and (B) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by the Pledge Agreement or the Security Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations.
Additional Guaranties and Collateral Security. Each Borrower shall cause:
(a) each U.S. domestic Subsidiary of a Borrower not in existence on the Closing Date or acquired by a Borrower after the Closing Date (a “New Subsidiary”), to execute and deliver to Bank as soon as reasonably practicable and in any event within ten (10) days after the formation, acquisition or change in status thereof, an unconditional guaranty of the Obligations, along with a third party security agreement and any other agreements, deliverables, or actions requested by Bank in order for Bank to take and perfect a security interest in all such New Subsidiary’s assets as security for such guaranty, each of which documents shall be in form and substance satisfactory to Bank, along with any documents requested by Bank to; and
(b) each owner of the Capital Stock of any such New Subsidiary to execute and deliver promptly and in any event within three (3) days after the formation or acquisition of such New Subsidiary such documents and share certificates as may be requested by Bank in order for Bank to take and perfect a security interest in the Capital Stock of the New Subsidiary (but only 65% of the voting stock of any foreign subsidiary not treated as a disregarded entity under the IRC).
Additional Guaranties and Collateral Security. Cause each Domestic Subsidiary of any Loan Party to execute and deliver to the Agent promptly, and in any event within three days after the formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligations, (B) a Security Agreement, and such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the priority (subject only to Permitted Liens) of or otherwise protect any Lien purported to be covered by any such security agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations.
Additional Guaranties and Collateral Security. Cause each domestic Subsidiary of any Loan Party not in existence on the Effective Date or upon formation or acquisition to execute and deliver to the Agent promptly and in any event within three (3) Business Days after the formation, acquisition or change in status thereof (i) a Guaranty and Collateral Agreement guaranteeing the Obligations and granting a security interest to Agent on all of its assets or their properties with (A) copies of all certificates evidencing all of the Capital Stock of any Person owned by such Subsidiary, (B) copies of all undated stock powers executed in blank, and (C) such opinion of counsel and such approving certificate of such Subsidiary as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (ii) together with such other agreements, instruments and documents as the Agent may reasonably require whether comparable to the documents required under Section 6.14 or otherwise and (iii) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Guaranty and Collateral Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary shall become Collateral for the Obligations.
Additional Guaranties and Collateral Security. Borrower shall cause:
(a) each Subsidiary and each Parent Subsidiary not in existence on the Closing Date or acquired by Borrower or Parent after the Closing Date (a “New Subsidiary”), to execute and deliver to Bank as soon as reasonably practicable and in any event within ten (10) days after the formation, acquisition or change in status thereof, an unconditional guaranty of the Obligations and any other agreements, deliverables, or actions requested by Bank in connection therewith, each of which documents shall be in form and substance satisfactory to Bank, along with any documents requested by Bank to; and
(b) each owner of the capital stock of any such New Subsidiary to execute and deliver promptly and in any event within three (3) days after the formation or acquisition of such New Subsidiary such documents and share certificates as may be requested by Bank in order for Bank to take and perfect a security interest in the capital stock of the New Subsidiary (but only 65% of the voting stock of any foreign Subsidiary) provided that Borrower need not provide a guaranty of any Inactive Subsidiary for so long as such Inactive Subsidiary is not carrying on business and has assets of less than $10,000.