Common use of Execution of Subsidiary Guaranty and Collateral Documents Clause in Contracts

Execution of Subsidiary Guaranty and Collateral Documents. In the event that on or after the Closing Date any Person becomes a Subsidiary, the Borrowers will promptly notify Administrative Agent of that fact (provided that if such Person is a Subsidiary of an Excluded Subsidiary, then Borrowers are required to notify the Administrative Agent of such fact as follows: (a) if such fact occurs during any of the first three calendar quarters of any given year, within 45 days of the close of the calendar quarter during which such fact occurs; or (b) if such fact occurs during the last calendar quarter of any given year, within 90 days of the close of such calendar quarter), and (i) in such event (provided such Subsidiary is not an Excluded Subsidiary or a Non-Guarantor Restricted Subsidiary) or (ii) in the event that any Excluded Subsidiary or Non-Guarantor Restricted Subsidiary becomes a Subsidiary Guarantor, the Borrowers will cause such Restricted Subsidiary to execute and deliver to the Administrative Agent a supplement to the Subsidiary Guaranty and Security Agreement and to take all such further actions and execute all such further documents and instruments as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create in favor of the Intercreditor Agent, for the benefit of the Secured Parties, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Restricted Subsidiary which constitute Collateral. The Borrowers shall deliver to the Administrative Agent together with such Loan Documents all such further documents and instruments and take such further action necessary to create in favor of the Intercreditor Agent, for the benefit of the Secured Parties, a valid and perfected First Priority security interest on any real property assets of such Restricted Subsidiary which constitute Collateral, as the Administrative Agent may reasonably request from time to time.

Appears in 1 contract

Samples: Credit Agreement (Las Vegas Sands Corp)

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Execution of Subsidiary Guaranty and Collateral Documents. In the event that on or after the Closing Date If any Person becomes a SubsidiaryWholly Owned North American Subsidiary of Company after the date hereof, or if any Merged Subsidiary fails to be merged with and into the Borrowers Wholly Owned North American Subsidiary of Company set forth opposite its name on Schedule 5.21 within three Business Days after the Closing Date, Company will promptly notify Administrative Collateral Agent of that fact (provided that if and cause such Person is a Subsidiary of an Excluded or Merged Subsidiary, then Borrowers are required to notify as the Administrative Agent of such fact as follows: (a) if such fact occurs during any of the first three calendar quarters of any given yearcase may be, within 45 days of the close of the calendar quarter during which such fact occurs; or (b) if such fact occurs during the last calendar quarter of any given year, within 90 days of the close of such calendar quarter), and (i) in such event (provided such Subsidiary is not an Excluded Subsidiary or a Non-Guarantor Restricted Subsidiary) or (ii) in the event that any Excluded Subsidiary or Non-Guarantor Restricted Subsidiary becomes a Subsidiary Guarantor, the Borrowers will cause such Restricted Subsidiary to execute and deliver to the Administrative Collateral Agent a supplement to counterpart of the Subsidiary Guaranty and the Security Agreement and to take all such further actions action and execute all such further documents and instruments as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable reasonably required to create grant and perfect in favor of the Intercreditor Collateral Agent, for the benefit of the Secured PartiesLenders, a valid and perfected First Second Priority Lien on security interest in all of the personal and mixed property assets of such Restricted Subsidiary which constitute Collateralor Merged Subsidiary described in the applicable Collateral Documents. The Borrowers With respect to (i) any Person that becomes a Subsidiary of Company or a Joint Venture of Company or any of its Wholly Owned North American Subsidiaries after the date hereof and (ii) any Merged Subsidiary that fails to be merged with and into the Wholly Owned North American Subsidiary of Company set forth opposite its name on Schedule 5.21 within three Business Days after the Closing Date, Company shall also deliver to Collateral Agent a pledge amendment to the Administrative Security Agreement, granting to Collateral Agent together with such Loan Documents all such further documents and instruments and take such further action necessary to create in favor on behalf of the Intercreditor Agent, for the benefit of the Secured Parties, Lenders a valid and perfected First Second Priority security interest on any real property assets in one hundred percent (100%) of the equity interests in such Restricted Subsidiary which constitute Collateralor Merged Subsidiary, as the Administrative case may be (sixty-five percent (65%) of such equity interests if such Subsidiary is a Foreign Subsidiary), or one hundred percent (100%) of the equity interests owned by Company or any of its Wholly Owned North American Subsidiaries in such Joint Venture, as the case may be, and Company shall take, or cause to be taken, all such other actions as Collateral Agent may reasonably request from time shall deem necessary or desirable to timeperfect such security interest.

Appears in 1 contract

Samples: Term Loan Agreement (Loews Cineplex Entertainment Corp)

Execution of Subsidiary Guaranty and Collateral Documents. In the event that on or after the Closing Date any Person becomes a Subsidiary (other than an Inactive Subsidiary) of Company after the date hereof, the Borrowers Company will promptly notify Administrative Agent of that fact (provided that if such Person is a Subsidiary of an Excluded Subsidiary, then Borrowers are required to notify the Administrative Agent of such fact as follows: (a) if such fact occurs during any of the first three calendar quarters of any given year, within 45 days of the close of the calendar quarter during which such fact occurs; or (b) if such fact occurs during the last calendar quarter of any given year, within 90 days of the close of such calendar quarter), and (i) in such event (provided such Subsidiary is not an Excluded Subsidiary or a Non-Guarantor Restricted Subsidiary) or (ii) in the event that any Excluded Subsidiary or Non-Guarantor Restricted Subsidiary becomes a Subsidiary Guarantor, the Borrowers will cause such Restricted Subsidiary to execute and deliver to the Administrative Agent a supplement to counterpart of the Subsidiary Guaranty and, if such Person became or becomes a Subsidiary of Company before the Collateral Release Date, cause (i) such Subsidiary to execute and deliver to Administrative Agent a Pledge Agreement, a Security Agreement, Mortgages (with respect to Real Property Assets which do not constitute Excluded Properties) and a Trademark Security Agreement and to take all such further actions and execute all such further documents and instruments (including without limitation actions, documents and instruments comparable to those described in subsection 4.1I) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create in favor of the Intercreditor Administrative Agent, for the benefit of the Secured PartiesLenders, a valid and perfected First Priority Lien on first-priority security interest (subject only to Liens permitted under this Agreement) in all of the real, personal and mixed property assets of such Restricted Subsidiary (other than with respect to Excluded Properties and other than any such assets which constitute Collateral. The Borrowers shall are subject to Liens permitted under subsection 7.2A(iv) and other Real Property Assets that such Subsidiary would not be obligated to pledge to Administrative Agent pursuant to subsection 6.9 (it being understood and agreed that all of the requirements of subsection 6.9 are applicable to the Real Property Assets of such Subsidiary, with the date such Subsidiary became a Subsidiary of Company being treated for purposes of subsection 6.9 as the date on which such Subsidiary acquired all of its Real Property Assets)) and (ii) the parent of such Subsidiary to execute and deliver to the Administrative Agent together with such Loan Documents all such further documents and instruments and take such further action necessary to create in favor a counterpart of the Intercreditor Agent, for Pledge Agreement or a Pledge Amendment to the benefit Pledge Agreement previously executed by such parent effecting the pledge by such parent to Administrative Agent of all of the Secured Partiescapital stock of, a valid and perfected First Priority security or any other equity interest on any real property assets of in, such Restricted Subsidiary which constitute Collateral, as the Administrative Agent may reasonably request from time to timeSubsidiary.

Appears in 1 contract

Samples: Credit Agreement (Smiths Food & Drug Centers Inc)

Execution of Subsidiary Guaranty and Collateral Documents. In the event that on or after the Closing Date any Person becomes a SubsidiaryDomestic Subsidiary of any Borrower after the date hereof, the Borrowers will promptly notify Administrative Agent of that fact (provided that if and cause each such Person is a Subsidiary of an Excluded Subsidiary, then Borrowers are required to notify the Administrative Agent of such fact as follows: (a) if such fact occurs during any of the first three calendar quarters of any given year, within 45 days of the close of the calendar quarter during which such fact occurs; or (b) if such fact occurs during the last calendar quarter of any given year, within 90 days of the close of such calendar quarter), and (i) in such event (provided such Subsidiary is not an Excluded Subsidiary or a Non-Guarantor Restricted Subsidiary) or (ii) in the event that any Excluded Subsidiary or Non-Guarantor Restricted Subsidiary becomes a Subsidiary Guarantor, the Borrowers will cause such Restricted Subsidiary to execute and deliver to the Administrative Agent a supplement to counterpart of the Subsidiary Guaranty and the Pledge and Security Agreement and to take all such further actions action and execute all such further documents and instruments as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable reasonably required to create grant and perfect in favor of the Intercreditor Administrative Agent, for the benefit of the Secured PartiesLenders, a valid and perfected First Priority Lien on first-priority security interest in all of the personal and mixed property assets Capital Stock held by such Subsidiary in all Subsidiaries of such Restricted Subsidiary which constitute Collateralexcept to the extent any such actions are prohibited by the terms of any existing third-party Indebtedness, leases, management contracts, joint venture agreements and similar arrangements, or such agreements or similar arrangements entered after the Closing Date if such prohibitions are on customary terms consistent with industry practice and, if applicable, past practice or if such prohibitions are approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed, with any Person not an Affiliate of BHR or its Subsidiaries until such time that any such restriction is no longer in place. The With respect to any such Domestic Subsidiary, Borrowers shall also deliver to Administrative Agent a pledge amendment to the Pledge and Security Agreement, granting to Administrative Agent on behalf of Lenders a first priority security interest in one hundred percent (100%) of the Capital Stock of such Domestic Subsidiary and Borrowers shall take, or cause to be taken, all such other actions as Administrative Agent shall deem necessary or desirable to perfect such security interest except to the extent any such actions are prohibited by the terms of any existing third-party Indebtedness, leases, management contracts, joint venture agreements and similar arrangements, or such agreements or similar arrangements entered after the Closing Date if such prohibitions are on customary terms consistent with industry practice and, if applicable, past practice or if such prohibitions are approved by the Administrative Agent together with such Loan Documents all such further documents and instruments and take such further action necessary to create in favor of the Intercreditor Agent, for the benefit such approval not to be unreasonably withheld or delayed, with any Person not an Affiliate of the Secured PartiesBHR or its Subsidiaries until such time that any such restriction is no longer in place. Any such Domestic Subsidiary shall also execute an Intercompany Note, a valid and perfected First Priority security interest on any real property assets of such Restricted Subsidiary which constitute Collateralif applicable, as the Administrative Agent may reasonably request from time to timein accordance with Section 7.1(iv).

Appears in 1 contract

Samples: Credit Agreement (Bristol Hotels & Resorts Inc)

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Execution of Subsidiary Guaranty and Collateral Documents. In the event that on or after the Closing Date any Person becomes a SubsidiarySubsidiary of Company after the date hereof, the Borrowers Company will promptly notify Administrative Agent Agents of that fact and (provided that if such Person is a Subsidiary of an Excluded Subsidiary, then Borrowers are required to notify the Administrative Agent of such fact subject as follows: (a) if such fact occurs during any of the first three calendar quarters of any given year, within 45 days of the close of the calendar quarter during which such fact occurs; or (b) if such fact occurs during the last calendar quarter of any given year, within 90 days of the close of such calendar quarter), and (i) in such event (provided such Subsidiary is not an Excluded Subsidiary or a Non-Guarantor Restricted Subsidiary) or (ii) in the event that any Excluded Subsidiary or Non-Guarantor Restricted Subsidiary becomes a Subsidiary Guarantor, the Borrowers will cause such Restricted Subsidiary to execute and deliver deliver, at the appropriate time for such execution and delivery, to Collateral Agent the Administrative Agent a supplement to documents required in clauses (b), (c) and (d) of subsection 2.9, the Subsidiary Guaranty Guaranty, the Pledge Agreement and Security Agreement any other Collateral Documents then required pursuant to subsection 6.9A hereof (in each case adapted appropriately for any Foreign Subsidiary), and to take all such further actions and execute all such further documents and instruments as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable to create in favor of the Intercreditor Collateral Agent, for the benefit of the Secured PartiesLenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Restricted Subsidiary which constitute Collateral. The Borrowers shall deliver described in the applicable forms of Collateral Documents (to the extent required by subsection 6.9A). All obligations set forth in this subsection 6.8A shall be required to the extent permitted by applicable law and in accordance with all applicable legal requirements (except where the Person becoming a Subsidiary after the date hereof shall be a Foreign Subsidiary, in which case the decision as to whether such Foreign Subsidiary shall comply with this subsection 6.8A shall also be determined based on an opinion of counsel to 141 Company in form and substance satisfactory to Company and Administrative Agent together that compliance with the foregoing requirements will not have an adverse U.S. income tax effect on Company) and, if any legal requirement would prevent the satisfaction of any such Loan Documents all obligation, Company will, and will cause its Subsidiaries to, use their commercially reasonable efforts to satisfy any such further documents and instruments and take requirement. In addition, where the compliance with this subsection 6.8A in respect of a Foreign Subsidiary would involve excessive costs for Company or such further action necessary to create in favor of the Intercreditor AgentForeign Subsidiary, for the benefit of the Secured Parties, a valid and perfected First Priority security interest on any real property assets of such Restricted Subsidiary which constitute Collateral, as the Administrative Agent may reasonably request from time shall consult with Company as to timewhether such compliance is required in all respects.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Lincoln Electric Holdings Inc)

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