Future Guarantors, Security, etc Clause Samples

Future Guarantors, Security, etc. The Borrower will, and will cause each U.S. Subsidiary to, execute any documents, filing statements, agreements and instruments, and take all further action (including within 90 days of the acquisition thereof, filing Mortgages with respect to any owned real property having a cost or book value (whichever is higher) of at least $1,500,000) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to (including as to priority) Liens permitted by Section 7.2.3) of the Liens created or intended to be created by the Loan Documents. The Borrower will cause any subsequently acquired or organized U.S. Subsidiary to execute the Guaranty (or supplement thereto) and the Security Agreement (or supplement thereto) and each other applicable Loan Document pursuant to which such U.S. Subsidiary grants to the Administrative Agent in favor of the Secured Parties a security interest in, or Mortgage on, substantially all of its owned assets. Such Liens will be created under the Loan Documents in form and substance reasonably satisfactory to the Administrative Agent in consultation with the Borrower, and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions, Mortgages, Title Policies, Surveys, life of loan flood hazard determinations and lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Section. Notwithstanding anything to the contrary in this Section, so long as no Event of Default has occurred and is continuing, the Borrower shall not be required to deliver a Foreign Pledge Agreement with respect to a Foreign Subsidiary unless such Foreign Subsidiary is a Significant Subsidiary.

Future Guarantors, Security, etc. The Borrower will, and will cause each of its Subsidiaries to, execute any documents, Filing Statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to Liens permitted by Section 7.2.3) of the Liens created or intended to be created by the Loan Documents. The Borrower will cause any subsequently acquired or organized Subsidiary to execute, within 10 Business Days of its acquisition or organization, a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of the Secured Parties. In addition, from time to time, the Borrower will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate, it being agreed that it is the intent of the parties that the Obligations shall be secured by, among other things, substantially all the assets of the Borrower and its U.S. Subsidiaries (including real and personal property acquired subsequent to the Effective Date). Such Liens will be created under the Loan Documents in form and substance satisfactory to the Administrative Agent, and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Section.

Future Guarantors, Security, etc. Except as set forth in Section 7.1.10, ACT will, and will cause each of its Subsidiaries to, execute any documents, Filing Statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the Administrative Agents may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to Permitted Liens) of the Liens created or intended to be created by the Loan Documents. ACT will cause each of its subsequently acquired or organized Material Subsidiaries to execute a supplement to the Subsidiary Guaranty and each other applicable Security Document pursuant to which such Subsidiary grants to the Collateral Agent in favor of the Secured Parties a security interest in substantially all of its assets (other than as set forth in Section 7.1.10). In addition, from time to time, ACT will, and will cause its Subsidiaries to, at their cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of their assets and properties (other than as set forth in Section 7.1.10) as any Administrative Agent shall designate, in order to ensure that the Obligations shall be secured by at least 90% of the consolidated assets, revenue and EBITDA of ACT and its Subsidiaries. Such Liens will be created under the Loan Documents in form and substance satisfactory to each Administrative Agent, and ACT and the other Obligors shall deliver or cause to be delivered to each Administrative Agent all such instruments and documents (including legal opinions and lien searches) as any Administrative Agent shall reasonably request to evidence compliance with this Section. The Borrowers agree that they shall, and shall cause their Subsidiaries to, do all things necessary to the satisfaction of the Arrangers to ensure that at all times Persons owning at least 90% of the consolidated assets and at least 90% of the consolidated revenue and EBITDA of ACT and its Subsidiaries shall be primarily liable (either directly as a Borrower or indirectly by way of a guaranty of payment pursuant to a Loan Document) for the Obligations.

Future Guarantors, Security, etc. Subject to the collateral release provisions in the Pledge Agreement, the Borrower will, and will cause each Pledgor that owns the Equity Interests of a Subsidiary Guarantor to, execute and deliver any documents, agreements and instruments and deliver any certificated securities and financing statements, and take all further action that may be required under applicable law, or that the Agent may reasonably request, so that the Agent, on behalf of the Lenders, has a perfected security interest in the Equity Interests held by such Pledgor issued by such Subsidiary Guarantor to the extent, and with the priority, required under the Pledge Agreement and otherwise in order to effectuate the transactions contemplated by the Pledge Agreement and in order to grant, preserve, protect and perfect the validity and priority of the Liens created or intended to be created by the Pledge Agreement. The Borrower will cause any (A) subsequently acquired or organized domestic Subsidiary (other than any Receivables Subsidiary or Immaterial Subsidiary) and (B) any domestic Subsidiary (other than a Receivables Subsidiary) that as of the Effective Date is an Immaterial Subsidiary but which subsequent to the Effective Date ceases to be an Immaterial Subsidiary, to execute a supplement (in form and substance satisfactory to the Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of the Lenders.

Future Guarantors, Security, etc. ▇▇▇▇-▇▇▇▇▇ will, and will cause each U.S. Subsidiary (other than the Insurance Captive) to, execute any documents, Filing Statements, agreements and instruments (including, without limitation, Collateral Access Agreements, Blocked Account Agreements, Securities Account Control Agreements, Processor Letters and Direction Letters), and take all further action (including filing Mortgages and/or Mortgage Amendments) that may be required under applicable law, or that the Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to Permitted Liens) of the Liens created or intended to be created by the Loan Documents. ▇▇▇▇-▇▇▇▇▇ will promptly cause any subsequently acquired or organized Material Subsidiary which is a U.S. Subsidiary (other than the Insurance Captive) or any U.S. Subsidiary which becomes a Material Subsidiary to execute a Guarantee Agreement (or a supplement thereto) and each applicable Loan Document in favor of the Secured Parties. In addition, from time to time, the Borrowers will, at their cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of its and its U.S. Subsidiaries’ (other than the Insurance Captive) assets and properties (other than (i) Real Property owned and located in Florida, Retail Store number 2701 in Stockbridge, Georgia, any Real Property acquired after the Closing Date elsewhere for a purchase price of less than $7,500,000 for a single piece of Real Property or less than $25,000,000 in the aggregate for a purchase of related properties or series of related properties (including the purchase of a chain of stores or a portion of a chain of stores), any Real Property Leases, fixtures, and aircraft; and (ii) in respect of the perfection of Liens only, motor vehicles, motor vehicle trailers, Florida liquor licenses and, in each case except as set forth in the Security Agreement, Deposit Accounts (as defined in the Security Agreement) that are not Majority Accounts as the Agent or the Required Lenders shall designate), provided that neither the Borrowers nor their Subsidiaries shall be required to pledge more than 65% of the Voting Securities of any Foreign Subsidiary or to ▇▇▇▇▇ ▇ ▇▇▇▇ that would cause a breach by any Borrower or any of their Subsidiaries of any obligation to any Person the incurre...

Future Guarantors, Security, etc. Promptly, and in any event within (a) ten Business Days (with such extensions as the Collateral Agent may grant in its sole discretion), following the request of the Administrative Agent, the Borrower will, and will cause each Subsidiary to, execute any documents, agreements and instruments, and take all further action, that may be required under applicable law, and do all things reasonably requested by the Administrative Agent, in order to grant, preserve, protect and perfect the validity and first priority (subject to Liens permitted by Section 7.2.3) of the Liens created or intended to be created by the Loan Documents; and

Future Guarantors, Security, etc. The Borrower and each Subsidiary will execute any documents, financing statements, agreements and instruments, and will take all further action that may be required under applicable Law, or that either Agent or the Required Lenders may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to Liens permitted by Section 8.3) of the Liens created or intended to be created by the Loan Documents. The Borrower will (a) cause any subsequently acquired or organized Subsidiary that qualifies as a Material Subsidiary to effective upon its acquisition or organization, and (b) as promptly as practicable but in no event later than 15 days (or such later date as may be agreed upon by the Origination Agent) after any Subsidiary qualifies independently as, or is designated by the Borrower or the Origination Agent (in accordance with the definition of

Future Guarantors, Security, etc. The Borrower will, and will cause each U.S. Subsidiary to, execute any documents, Filing Statements, agreements and instruments, and take all further action (including filing Mortgages with respect to any real property having a fair market value of at least $1,000,000) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to (including as to priority) Liens permitted by Section 7.2.3) of the Liens created or intended to be created by the Loan

Future Guarantors, Security, etc. (a) Each Loan Party shall, from time to time, execute such guaranties, financing statements, documents, security agreements and reports as Agent or Required Lenders at any time may reasonably request to evidence, perfect or otherwise implement the guaranties and security for repayment of the Obligations contemplated by the Loan Documents. Each Loan Party shall (i) cause each Person, upon its becoming a Subsidiary of such Loan Party (provided that this shall not be construed to constitute consent by any of the Lenders to any transaction not expressly permitted by the terms of this Agreement), promptly (or immediately upon consummation of the Merger with respect to ▇▇▇▇▇▇’▇) to guaranty the Obligations and to grant Agent, for the benefit of Agent and Lenders, a security interest in the personal and mixed property of such Person (consistent with the type of assets in which Borrower has granted a security interest to Agent for the benefit of Lenders) to secure the Obligations and (ii) pledge, or cause to be pledged, to Agent, for the benefit of Agent and Lenders, all of the Stock of such Subsidiary to secure the Obligations; provided that the Stock of ▇▇▇▇▇▇’▇ and its Subsidiaries shall not be pledged until consummation of the Merger. The documentation for such guaranty, security and pledge shall be substantially similar to the Loan Documents executed concurrently herewith with such modifications as are reasonably requested by Agent.