Additional Loan Parties; Additional Collateral Clause Samples
The "Additional Loan Parties; Additional Collateral" clause allows for new borrowers or guarantors to be added to a loan agreement and for extra assets to be pledged as security for the loan. In practice, this means that if a lender requires more assurance or if the borrower's structure changes, the agreement can be updated to include new entities as responsible parties or to secure the loan with additional property or assets. This clause ensures the lender can maintain adequate security and adapt to changes in the borrower's business, thereby reducing the lender's risk and providing flexibility in managing the loan relationship.
Additional Loan Parties; Additional Collateral. (a) In accordance with the terms of this Section 6.12(a), cause (i) each of its Subsidiaries that the Borrower wishes to designate as a Borrowing Base Subsidiary (other than an Encumbered Real Property Borrowing Base Subsidiary), (ii) each Direct Parent of any such Subsidiary and (iii) with respect to any Subsidiary that the Borrower wishes to designate as an Encumbered Real Property Borrowing Base Subsidiary, an Encumbered Real Property Holding Company with respect thereto to, in each case, (w) become, on or before the date such Subsidiary is designated as a Borrowing Base Subsidiary, constitutes a Direct Parent of a Borrowing Base Subsidiary or constitutes an Encumbered Real Property Holding Company, as applicable, (A) a Guarantor by executing a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and (B) a Grantor under the Security Agreement by executing a joinder agreement to the Security Agreement, in form and substance reasonably satisfactory to the Administrative Agent, (x) deliver to the Administrative Agent the New Guarantor Deliverables with respect to such Person, (y) provide (A) the Administrative Agent with the U.S. taxpayer identification number for such Subsidiary and (B) the Administrative Agent and each Lender with all documentation and other information concerning such Subsidiary that the Administrative Agent or such Lender reasonably requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act and (z) take all actions that the Administrative Agent reasonably deems necessary or desirable to cause the Liens created by the Collateral Documents in the assets and property of such Subsidiary to be duly perfected in accordance with all applicable Laws.
(b) With respect to any property acquired after the Closing Date that is intended to be Collateral subject to the Lien created by any of the Collateral Documents but is not so subject (including, without limitation, (x) 100% of the Equity Interests of any Borrowing Base Subsidiary (other than an Encumbered Real Property Borrowing Base Subsidiary) and of any Encumbered Real Property Pledged Subsidiary (or, in the case of any Encumbered Real Property Pledged Subsidiary that is an Excluded Foreign Subsidiary, 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Excluded Foreign Subsidiary), (y) 100% of the Eq...
Additional Loan Parties; Additional Collateral. (a) In accordance with the terms of this Section 6.12(a), cause each Wholly Owned Unrestricted Subsidiary to be a Guarantor hereunder and a Grantor under the Security Agreement, other than each Wholly Owned Unrestricted Subsidiary that, when taken together with all other Wholly Owned Unrestricted Subsidiaries that are not Guarantors, is not a Significant Subsidiary. In connection therewith:
(i) promptly and in any event within three (3) Business Days following the date the Loan Parties become aware that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors and Grantors constitute a Significant Subsidiary (and in no event later than three (3) Business Days after the date the Loan Parties deliver a schedule as required by Section 6.02(b) demonstrating that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors and Grantors constitute a Significant Subsidiary), provide (x) the Administrative Agent with the U.S. taxpayer identification number for such Subsidiary and (y) the Administrative Agent and each Lender with all documentation and other information concerning such Subsidiary that the Administrative Agent or such Lender reasonably requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; and
(ii) promptly and in any event within ten (10) Business Days following the date the Loan Parties become aware that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors and Grantors constitute a Significant Subsidiary (and in no event later than ten (10) Business Days after the date the Loan Parties deliver a schedule as required by Section 6.02(b) demonstrating that one or more Wholly Owned Unrestricted Subsidiaries which are not Guarantors and Grantors constitute a Significant Subsidiary) (or such longer period as the Administrative Agent shall agree in writing), the Loan Parties shall (a) cause one or more Wholly Owned Unrestricted Subsidiaries that are not already Loan Parties to execute a joinder agreement to the Guaranty and to the Security Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent such that the Wholly Owned Unrestricted Subsidiaries which continue to not be Guarantors and Grantors do not constitute a Significant Subsidiary, (b) deliver to the Administrative Agent the New Guarantor Deliverables with respect to each such Subsidiary and (c) take all ...
Additional Loan Parties; Additional Collateral. (a) Notify the Lender at the time that any Person becomes, after the Effective Date, a Restricted Subsidiary of the Parent (including any Excluded Subsidiary which no longer qualifies as an Excluded Subsidiary and any Person which is required to become either a borrower or a guarantor under the ABL Agreement or the Term Loan Credit Agreement), and promptly thereafter (and in any event within ninety (90) days or such longer period as the Lender may agree in its discretion), cause any such Person which is not an Excluded Subsidiary to (i) become a Loan Party by executing and delivering to the Lender a Joinder Agreement or such other documents as the Lender shall deem appropriate for such purpose and (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Lender on such Person’s assets to secure the Obligations in order that such Person shall be a Loan Party (together with such supporting documents and opinions as are consistent with the deliveries made in respect of existing Loan Parties). In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Restricted Subsidiary, an approval of such Person as a Guarantor.
(b) In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Restricted Subsidiary, an approval of such Person as a Guarantor hereunder.
(c) In no event shall any Unrestricted Subsidiary under clause (a) of the definition thereof (other than RioCan Joint Venture and the respective Subsidiaries of each of the foregoing) own or hold total assets or annual revenue in an amount in excess of 1.00% of the consolidated assets or annual revenues of the Parent and its Restricted Subsidiaries as of the last day of the most recently completed fiscal quarter, in each case determined in accordance with GAAP or IFRS, as applicable.
(d) The Borrower shall diligently and continuously pursue the consent of Neo Financial Technologies Inc. and its joint venture partner in the RioCan JV to the Neo Pledge and RioCan Pledge respectively after the Effective Date for a period of sixty (60) days following the Effective D...
Additional Loan Parties; Additional Collateral. Within 30 days after a Material Subsidiary is formed or acquired or such person becomes (or is required pursuant to the definition of “Material Subsidiary” to be designated as) a Material Subsidiary (other than an Excluded Subsidiary), as applicable (or such longer period as shall be acceptable to the Agent in its reasonable discretion), or upon the Borrower electing for any Immaterial Subsidiary to not constitute an Excluded Subsidiary, notify the Agent of such occurrence, and, within 30 days (or such longer period as shall be acceptable to the Agent in its reasonable discretion) following such notification, cause such Subsidiary (other than an Excluded Subsidiary) to (i) become a Loan Party by delivering to the Agent a Loan Party Joinder Agreement and, if applicable, a Pledge Supplement (as defined in the Pledge and Security Agreement), in each case, executed by such new Loan Party, (ii) deliver to the Agent a certificate of such Material Subsidiary, substantially in the form of the certificates delivered pursuant to Section 3.1(e) through (g) on the Closing Date, with appropriate insertions and attachments, (iii) if reasonably requested by the Agent, deliver to the Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or other counsel, reasonably satisfactory to the Agent, (iv) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(d), (m) and (n). Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan Document.