Additional Guarantors; Additional Collateral Sample Clauses

Additional Guarantors; Additional Collateral. (a) Subject to this Section 6.13 and except during a Ratings Increase Period or to the extent the Administrative Agent and the Borrowers mutually agree that any of the following is not commercially reasonable (taking into account the expense of obtaining the same, the ability of the Company or any Domestic Subsidiary thereof that is a Loan Party to obtain any necessary approvals or consents required to be obtained under applicable law in connection therewith, and the effectiveness and enforceability thereof under applicable law), with respect to any assets acquired after the Restatement Effective Date by the Company or any Domestic Subsidiary thereof that is a Loan Party that are intended to be subject to the Lien created by any of the Collateral Documents but that are not so subject, and with respect to any assets held by the Company or any Domestic Subsidiary thereof that is a Loan Party on the Restatement Effective Date not made subject to a Lien created by any of the Collateral Documents but of a type intended to be subject to the Lien created by the applicable Collateral Documents (but, in any event, excluding any assets described in Section 6.13(b)), promptly (and in any event within 60 days after the acquisition thereof or upon the Administrative Agent’s request): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such properties or assets, subject to no Liens other than Permitted Liens and (ii) file or cause to be filed financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and as necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable requirements of Law. The Company or any such Domestic Subsidiary that is a Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent shall require to confirm the validity of the Lien of Collateral Documents against such after-acquired properties or assets, and such assets held on the Restatement Effective Date not made subject to a Lien created by any of the Collateral Documents. (b) To the extent the Administrative Agent and the Borrowers mutually agr...

Additional Guarantors; Additional Collateral. (a) In the event that the Company or any Subsidiary of the Company forms or acquires a License Subsidiary or any other Material Subsidiary, the Company shall promptly notify the Collateral Agent (who shall notify the Holders) of that fact and cause each such License Subsidiary and Material Subsidiary to execute and deliver to the Collateral Agent counterparts of the Guaranty and the Security Agreement, and, if applicable, shall cause the immediate parent of such Subsidiary (including any such Foreign Subsidiary) to execute a counterpart of the Security Agreement, and, in each case, all such further documents and instruments as may be necessary or, in the opinion of the Required Holders, or the Collateral Agent, desirable to create a valid and perfected Lien on all of the assets of such Subsidiary that constitute Collateral, as well as a pledge of the Subsidiary’s Capital Stock. For so long as any First Lien Obligations are outstanding, such Lien and pledge in favor of the Holders shall be a Second Priority Lien and pledge, subject only to the prior rights of the First Lien Noteholders in accordance with the terms of the Intercreditor Agreement, and upon the satisfaction in full of the First Lien Obligations, such Lien and pledge in favor of the Holders shall be a first priority Lien and pledge in and to such Collateral and Capital Stock in favor of the Holders. Notwithstanding the foregoing, (i) no Foreign Subsidiary shall be required to execute and deliver the Guaranty or the Security Agreement and (ii) the Capital Stock of a Foreign Subsidiary required to be pledged pursuant to the provisions of the Security Agreement shall apply only to a Foreign Subsidiary that is directly owned by the Company or a Domestic Subsidiary and shall be limited to 66% of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)). The Company shall also deliver to the Holders, together with such counterparts of the Guaranty and the Security Agreement and other documents and instruments, (A) certified copies of such Guarantor’s Organizational Documents, together with a good standing certificate from the Secretary of State (or equivalent officer) of the jurisdiction of its organization or formation, each to be dated as of a recent date prior to their delivery to the Holders, (B) a certificate...

Additional Guarantors; Additional Collateral. Within 30 days after the occurrence of an Additional Guarantor Event, (i) cause such Person that became a wholly-owned Domestic Subsidiary of the Borrower and that is not a Guarantor to become a party to the Subsidiary Guaranty and the Security Agreement, and (ii) deliver or cause to be delivered to the Administrative Agent with respect to each such Subsidiary, simultaneously with the execution and delivery of the same, (A) a certificate, dated the date such Subsidiary shall have become a party to the Subsidiary Guaranty and the Security Agreement, executed by such Subsidiary and substantially in the form of, and with substantially the same attachments as, the certificate which would have been required under Section 5.1 if such Subsidiary had become a party to the Subsidiary Guaranty and the Security Agreement on or before the Effective Date, (B) an opinion of counsel to such Subsidiary, in form and substance satisfactory to the Administrative Agent, (C) for delivery by the Administrative Agent to the Collateral Agent, 100% of the issued and outstanding capital Stock of such Subsidiary owned directly or indirectly, by the Borrower, together with an undated stock power, executed in blank by an Authorized Signatory of each applicable owner of such Stock, and (D) such UCC-1 forms and such other documents as may by required by the Security Agreement and as the Administrative Agent or the Collateral Agent shall request.

Additional Guarantors; Additional Collateral. (a) Notify Administrative Agent at the time that any Person becomes a Subsidiary, unless such Subsidiary is an Excluded Subsidiary, and promptly thereafter (and in any event within sixty (60) days (or such longer period as is reasonably acceptable to Administrative Agent)), cause such Subsidiary, unless such Subsidiary is an Excluded Subsidiary, to become a Guarantor, by executing and delivering to Administrative Agent a counterpart of the Unconditional Guaranty or such other document as Administrative Agent shall deem appropriate for such purpose, together with Security Documents covering the collateral described in Section 2.16(a) and all Properties (other than Excluded Properties) owned by such Subsidiary that are included in the Borrowing Base and the other documents described in Section 2.16(c) and (d) requested by Collateral Agent with respect to such Properties, all in form, content and scope reasonably satisfactory to Administrative Agent. (b) Notify Administrative Agent at the time that any member of the Consolidated Group acquires any Property (other than an Excluded Property) that is included in the Borrowing Base and promptly thereafter (and in any event within sixty (60) days (or such longer period as is reasonably acceptable to Administrative Agent)), cause such member of the Consolidated Group to execute and deliver to Collateral Agent Mortgages covering such Property and the other documents described in Section 2.16(c) and (d) requested by Collateral Agent with respect to such Property. (n) Section 7.01 is hereby deleted in its entirety and replaced with the following:

Additional Guarantors; Additional Collateral. (i) It is the intent of the parties that all obligations of the Note Parties under the Senior Note Documents shall be guaranteed by each Domestic Subsidiary and each Foreign Subsidiary Guarantor, whether now existing or hereafter acquired or created, and shall be secured by (a) substantially all the property and assets of the Company, each Domestic Subsidiary and each Foreign Subsidiary Guarantor, whether now existing or hereafter acquired, including, without limitation, securities accounts, real property, accounts, chattel paper, instruments, deposit accounts, investment property, documents, contracts, letter-of-credit rights, general intangibles, equipment, inventory, permits, patents, trademarks, copyrights, trade names, service marks, Equity Interests held by the Company and its Domestic Subsidiaries in Persons other than first-tier Foreign Subsidiaries and whether owned or acquired by the Company or any of its Domestic Subsidiaries, and (b) a pledge of 65% of the Equity Interests that are voting interests and 100% of such Equity Interests that are not voting interests in any first-tier Foreign Subsidiary, in each case, subject to the limitations and exceptions contemplated by the Note Documents on the Date of Closing. (ii) At the Company’s expense, the Company shall execute and deliver (and, where applicable, authorize the filing of), and shall cause its Domestic Subsidiaries to execute and deliver (and, where applicable, authorize the filing of), any and all financing statements, continuation statements and amendments, mortgages, deeds of trust and other instruments, agreements or other documents, and take all action (including, without limitation, filing all Uniform Commercial Code financing statements, continuation statements and amendments, filing or recording mortgages and deeds of trust and filing assignments or other documents customarily filed with the U.S. Patent and Trademark Office or the U.S. Copyright Office) that may be required under applicable law, or that the Required Holder(s) or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Note Documents and in order to grant, preserve, protect and perfect the validity of the security interests and Liens created or purported to be created by the Security Documents or in order to effectuate the intent of the parties set forth in clause (i) of this paragraph 5I, in each case, consistent with the limitations and perfection requirements of the ...

Additional Guarantors; Additional Collateral. In the event of the formation of any Governmental Component of the Tribe as a Subsidiary of the Borrower or in the event that any Person becomes a Subsidiary of the Borrower, such Subsidiary shall be a wholly owned Subsidiary of the Borrower and the Borrower shall, (a) promptly (and in any event within 30 days after such Person becomes a Subsidiary (or such longer period as agreed to by the Administrative Agent)) (i) cause such Subsidiary to become a Guarantor under the Guaranty by executing and delivering to the Administrative Agent an executed counterpart to the Guaranty as provided for therein, (ii) cause such Subsidiary to become a “Grantor” under and as defined in the Security Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a joinder agreement in the form attached to the Security Agreement, (iii) to the extent requested by the Administrative Agent, 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 Sections 4.01(b)(i), 4.01(b)(iii), 4.01(b)(iv), 4.01(b)(v), 4.01(d), 4.01(e), 4.01(f), 4.01(k), 4.01(m) and 4.01(q) and, with respect to any such Subsidiary that is not a Governmental Component of the Tribe and to the extent permitted under IGRA, a pledge agreement granting a security interest to the Collateral Agent in the Capital Stock of such Subsidiary in a form mutually agreed upon by the Administrative Agent and the Borrower and certificates representing such Capital Stock, accompanied by instruments of transfer and stock powers endorsed in blank, and (b) within seventy five (75) days after such formation or acquisition, deliver to the Administrative Agent (x) a declination letter from the NIGC, in form and substance reasonably acceptable to the Administrative Agent, and (y), upon the reasonable request of the Administrative Agent, a customary opinion, addressed to the Administrative Agent and the other Secured Parties, of qualified counsel for the Loan Parties as to the matters contained in clauses (a)(i), (a)(ii) and (b)(x) above, and as to such other matters as the Administrative Agent may reasonably request.

Additional Guarantors; Additional Collateral. 114117 SECTION 5.10. Access to Books and Records. 115117 SECTION 5.11. Further Assurances. 116118

Additional Guarantors; Additional Collateral