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) 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. 76 Section 7.13 Hedging Agreements..............................77 Section 7.14 Use of Proceeds.................................77 Section 7.15 Landlord Waivers................................77 Section 7.16 Further Assurances..............................78
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. 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. 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) 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.
Additional Subsidiaries and Collateral. (a) At the time any Subsidiary of Borrowerany Obligor is created or acquired, with the consent of the Required Lenders or in connection with a Permitted Acquisition, after the ClosingConsolidated Amendment Date, the BorrowerObligors 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 BorrowerObligors 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.
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. 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.
