Additional Subsidiaries and Collateral Clause Samples
The "Additional Subsidiaries and Collateral" clause establishes the lender's right to require that newly acquired or formed subsidiaries of the borrower become parties to the loan agreement and provide collateral. In practice, this means that if the borrower expands its corporate structure by creating or acquiring new subsidiaries, those entities must also guarantee the loan and pledge their assets as security. This clause ensures that the lender's security interest remains comprehensive and up-to-date, thereby protecting the lender against dilution of collateral and maintaining the overall creditworthiness of the borrower group.
Additional Subsidiaries and Collateral. (a) In the event that, subsequent to the Closing Date, any Person becomes a wholly-owned Subsidiary of Borrower Representative (including any Subsidiary that is not wholly-owned solely as a result of directors’ qualifying shares required by applicable law), whether pursuant to formation, acquisition or otherwise, (x) the Borrower Representative shall promptly notify the Administrative Agent and the Lenders thereof and (y) within 30 days after such Person becomes a wholly-owned Subsidiary (or such later date as agreed to by the Administrative Agent), the Borrowers shall cause such Subsidiary (i) to become a new Guarantor (unless such Subsidiary (1) is a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor, (2) is prohibited by law from becoming a Guarantor, (3) is a Subsidiary of a Foreign Subsidiary that is not required to be a Guarantor or (4) the primary assets of such Subsidiary are Capitol Stock or Indebtedness of a Foreign Subsidiary and adverse tax consequences could reasonably be expected to result from making such Subsidiary a Guarantor) and to grant Liens in favor of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, executing and delivering a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement, as applicable, and authorizing and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, provided, that no Domestic Loan Party shall be required to take any action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest in any assets of any Borrower or Loan Party which assets are either located outside of the United States or would require action under the law of any non-U.S. jurisdiction in order to create or perfect a security interest therein (other than, subject to the limitations set forth in the paragraph below, stock of a first-tier Foreign Subsidiary of any Borrower or Domestic Loan Party), and (ii) to deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien sea...
Additional Subsidiaries and Collateral. (a) The Borrower will cause each future Significant Domestic Subsidiary to promptly execute and deliver to the Administrative Agent (x) no later than 10 Business Days after the first Determination Date (as defined below) following the creation or acquisition of such Significant Domestic Subsidiary (including by way of Division) or the date on which such Subsidiary becomes a Significant Domestic Subsidiary, or (y) in the case of a Significant Domestic Subsidiary created or acquired in connection with a Permitted Acquisition, no later than six (6) months after the consummation of such Permitted Acquisition, in each case (i) the Subsidiary Guaranty, the Subsidiary Pledge Agreement and the Subsidiary Security Agreement (or appropriate joinders thereto, as applicable), and, as may reasonably be requested by the Administrative Agent, landlord/mortgagee waivers (provided that, in the case of landlord/mortgagee waivers, if the Borrower uses commercially reasonable efforts to obtain such waivers from the applicable counterparties thereto, Borrower’s obligations with respect to such waivers under this Section 5.11(a) shall be satisfied), and (ii) an opinion of counsel from counsel and in form and substance reasonably acceptable to the Administrative Agent.
(b) The Borrower will pledge to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Borrower Pledge Agreement (or, if applicable, cause a Significant Domestic Subsidiary to pledge to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Subsidiary Pledge Agreement) (x) no later than 10 Business Days after the first Determination Date following the creation or acquisition of a first-tier Significant Foreign Subsidiary or a Significant Foreign Subsidiary Holdco or the date on which a first-tier Foreign Subsidiary that is a Restricted Subsidiary becomes a Significant Foreign Subsidiary or a Foreign Subsidiary Holdco becomes a Significant Foreign Subsidiary Holdco, or (y) in the case of a first-tier Significant Foreign Subsidiary or a Significant Foreign Subsidiary Holdco created or acquired in connection with a Permitted Acquisition, no later than six (6) months after the consummation of such Permitted Acquisition, in each case (i) 65% of the voting Equity Interests of such first-tier Significant Foreign Subsidiary or such Significant Foreign Subsidiary Holdco formed or acquired after the Effective Date and (ii) 100% of the non-voting Equity Interests of such first-ti...
Additional Subsidiaries and Collateral. (a) Promptly notify the Lender of the creation or acquisition of any Domestic Subsidiary (including by division) and, within thirty (30) days after such creation or acquisition, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Lender a duly executed supplement to the Guaranty Agreement or such other document as the Lender shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Lender a duly executed supplement to each applicable Security Document or such other document as the Lender shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Lender such opinions, documents and certificates referred to in Section 4.1 as may be reasonably requested by the Lender, (iv) deliver to the Lender such updated Schedules to the Loan Documents as requested by the Lender with respect to such Domestic Subsidiary, and (v) deliver to the Lender such other documents as may be reasonably requested by the Lender, all in form, content and scope reasonably satisfactory to the Lender, and (b) provide all additional information, documents and certificates, and take such additional action, as required by the Security Documents.
Additional Subsidiaries and Collateral. (a) Within 75 days after the end of the second Fiscal Quarter of each Fiscal Year of Ensign (or, if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed 60 additional days), commencing with the 2020 Fiscal Year, the Borrower will (i) cause each Domestic Subsidiary that is a Material Subsidiary (excluding any Excluded Subsidiary, any Specified Subsidiary and any Subsidiary that is already a Guarantor) (a “Joining Guarantor”) (A) to become a new Guarantor and to grant Liens in favor of the Administrative Agent in all of its
(b) Within 75 days after the end of the second Fiscal Quarter of each Fiscal Year of Ensign (or, if the Administrative Agent determines in its sole discretion that the Borrower is working in good faith, such longer period as the Administrative Agent shall permit not to exceed 60 additional days), commencing with the 2020 Fiscal Year, the Borrower shall (i) cause the applicable Loan Parties to pledge all of the Capital Stock of each Foreign Subsidiary and each Pass-Through Foreign Holdco that is a Material Subsidiary (excluding any Excluded Subsidiaries) to the extent such Capital Stock is owned directly by a Loan Party to the Administrative Agent as security for the Obligations pursuant to the Guaranty and Security Agreement; provided that, in the case of any such Foreign Subsidiary that is a CFC and any such Pass-Through Foreign Holdco, such pledge shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or such Pass- Through Foreign Holdco, as applicable, (ii) deliver the original certificates (if any and to the extent not prohibited under applicable law) evidencing such pledged Capital Stock to the Administrative Agent, together with appropriate powers executed in blank and (iii) deliver all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches and, if requested by the Administrative Agent, legal opinions) and to take all such other actions as the Administrative Agent may reasonably request.
(c) If (i) the Total Leverage Ratio for the four consecutive Fiscal Quarter period ending on the end of any Fiscal Quarter, commencing with the Fiscal Quarter ending on or about December 31, 2019, is greater than 2.00:1.00 and (ii) as of the end of such F...
Additional Subsidiaries and Collateral. If at any time after the date of this Agreement, any of the Credit Parties shall form any new Subsidiary, such Credit Party shall promptly (x) in the case of a new Subsidiary that is a Domestic Subsidiary of the US Borrower or a Subsidiary of the Canadian Borrower which is or will be added as a debtor in the Cases, cause such new Domestic Subsidiary to become a Guarantor under this Agreement and the Canadian Security Documents in the case of a new Subsidiary of the Canadian Borrower and grant a security interest in and create a Lien on substantially all of its now existing or hereafter acquired real and personal property to the Agent for the benefit of the Lenders as security for the Obligations to the reasonable satisfaction of the Agent and (y) pledge to the Agent all of the Capital Stock of such Subsidiary owned by the Person forming such Subsidiary (if such Person is the US Borrower or a Domestic Subsidiary) to secure the relevant obligations under the Loan Documents; provided that any such Credit Party shall not be required hereunder to pledge Excluded Equity Interests.
Additional Subsidiaries and Collateral. Section 5.13. Real Estate; Leased Locations. Section 5.14. Further Assurances Section 5.15. Franchise Agreements Section 5.16. Post-Closing Covenants.
Additional Subsidiaries and Collateral. Subject in all respects to the definition of Excluded Assets and Excluded Perfections,
(a) in the event that, subsequent to the Closing Date, any Person becomes a Restricted Subsidiary, whether pursuant to formation, acquisition or otherwise, (x) the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and (y) within thirty
Additional Subsidiaries and Collateral. (a) At the time any Subsidiary of Borrower is created or acquired, with the consent of the Required Lenders or in connection with a Permitted Acquisition, after the Closing Date, the Borrower shall (i) in the case of a Domestic Subsidiary, cause such Subsidiary to join as a Guarantor and to execute and deliver to the Agent a duly executed joinder to the Guaranty Agreement, the Pledge Agreement and the Security Agreement, and (ii) in the case of a Foreign Subsidiary owned by the Borrower or a Domestic Subsidiary, deliver to the Agent a pledge of 65% of the Voting Securities of such Subsidiary, together with, in each case such other Credit Documents as the Agent may reasonably request, with such changes as the Agent may reasonably request, together with resolutions, favorable legal opinions addressed to the Agent and Lenders, in form and substance satisfactory to the Agent, and such other documents and closing certificates, in each case as may be reasonably requested by the Agent.
(b) Promptly upon any Obligor acquiring any asset, tangible or intangible, or other property (real or personal) in which a security interest or mortgage is not already granted to the Agent on behalf of the Secured Parties, provide notice thereof to the Agent and, in the case of a lease, make commercially reasonable efforts to obtain a Landlord Waiver, or, cause to be executed such additional security documents, other documents and closing certificates as may be reasonably requested by the Agent or required by the Security Agreement.
Additional Subsidiaries and Collateral. 71 SECTION 9.13 Year 2000 Compatibility........................................................................... 72 SECTION 9.14 Transfer of Capital Contributions................................................................. 72 SECTION 9.15 Hedging Agreements................................................................................ 72 SECTION 9.16
Additional Subsidiaries and Collateral. (a) Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within thirty days), cause such Person (except to the extent that the Gaming Laws of the relevant jurisdiction do not permit the same); to (i) execute and deliver to the Administrative Agent a Guaranty or a joinder to a Guaranty, as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent Collateral Documents of the types referred to in Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i) and (ii));
(b) Notify the Administrative Agent at the time of acquisition or the formation of any Subsidiary, cause to be delivered to the Administrative Agent a pledge all of the Equity Interests held by Borrower and its Subsidiaries in each such Subsidiary (except to the extent that the Gaming Laws of the relevant jurisdiction do not permit the pledge of the Equity Interests in any Person which is the holder of a gaming license);
(c) Notify the Administrative Agent at the time of the acquisition by Borrower or any of its Subsidiaries of any fee or leasehold interest in real property, notice thereof and, if requested by the Administrative Agent, a joinder to the Security Agreement and the Pledge Agreement, a Deed of Trust and other Collateral Documents in relation thereto.