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

Execution of Subsidiary Guaranty and Collateral Documents. If any Person becomes a Wholly Owned North American Subsidiary of Company after the date hereof, or if any Merged Subsidiary 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 will promptly notify Collateral Agent of that fact and cause such Subsidiary or Merged Subsidiary, as the case may be, to execute and deliver to Collateral Agent a counterpart of the Subsidiary Guaranty and the Security Agreement and to take all such further action and execute all such further documents and instruments as may be reasonably required to grant and perfect in favor of Collateral Agent, for the benefit of Lenders, a Second Priority security interest in all of the personal property assets of such Subsidiary or Merged Subsidiary described in the applicable Collateral Documents. 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 Security Agreement, granting to Collateral Agent on behalf of Lenders a Second Priority security interest in one hundred percent (100%) of the equity interests in such Subsidiary or Merged Subsidiary, as the 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 shall deem necessary or desirable to perfect such security interest.

Execution of Subsidiary Guaranty and Collateral Documents. If In the event that any Person becomes a Wholly Owned North American Subsidiary of Company after the date hereof, or if any Merged Subsidiary 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 will promptly notify Collateral Agent Agents of that fact and (subject as follows) cause such Subsidiary or Merged Subsidiary, as the case may be, to execute and deliver deliver, at the appropriate time for such execution and delivery, to Collateral Agent a counterpart the documents required in clauses (b), (c) and (d) of subsection 2.9, the Subsidiary Guaranty Guaranty, the Pledge Agreement and the 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 action actions and execute all such further documents and instruments as may be reasonably required necessary or, in the opinion of Collateral Agent, desirable to grant and perfect create in favor of Collateral Agent, for the benefit of Lenders, a Second valid and perfected First Priority security interest in Lien on all of the personal property assets of such Subsidiary or Merged Subsidiary described in the applicable forms of Collateral DocumentsDocuments (to the extent required by subsection 6.9A). With respect 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 (i) any except where the Person that becomes becoming 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 shall 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 Security Agreement, granting to Collateral Agent on behalf of Lenders a Second Priority security interest in one hundred percent (100%) of the equity interests in such Subsidiary or Merged Subsidiary, as the case may be (sixty-five percent (65%) of such equity interests if such Subsidiary is a Foreign Subsidiary), or one hundred percent (100%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 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 obligation, Company will, and will cause its Subsidiaries to, use their commercially reasonable efforts to satisfy any such requirement. In addition, where the equity interests owned by compliance with this subsection 6.8A in respect of a Foreign Subsidiary would involve excessive costs for Company or any of its Wholly Owned North American Subsidiaries in such Joint VentureForeign Subsidiary, as the case may be, and Company shall take, or cause to be taken, all such other actions as Collateral Administrative Agent shall deem necessary or desirable consult with Company as to perfect whether such security interestcompliance is required in all respects.

Execution of Subsidiary Guaranty and Collateral Documents. If In the event that on or after the Closing Date any Person becomes a Wholly Owned North American Subsidiary of Company after Subsidiary, the date hereof, or if any Merged Subsidiary 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 Borrowers will promptly notify Collateral 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 or Merged Subsidiary, as the case may be, to execute and deliver to Collateral the Administrative Agent a counterpart of supplement to the Subsidiary Guaranty and the Security Agreement and to take all such further action actions and execute all such further documents and instruments as may be reasonably required necessary or, in the reasonable opinion of the Administrative Agent, desirable to grant and perfect create in favor of Collateral the Intercreditor Agent, for the benefit of Lendersthe Secured Parties, a Second valid and perfected First Priority security interest in Lien on all of the personal and mixed property assets of such Restricted Subsidiary or Merged Subsidiary described in the applicable Collateral Documentswhich constitute Collateral. 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 The Borrowers shall also deliver to Collateral 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 pledge amendment to the Security Agreement, granting to Collateral Agent on behalf of Lenders a Second valid and perfected First Priority security interest in one hundred percent (100%) on any real property assets of the equity interests in such Restricted Subsidiary or Merged Subsidiarywhich constitute Collateral, as the case Administrative Agent 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 reasonably request from time to be taken, all such other actions as Collateral Agent shall deem necessary or desirable to perfect such security interesttime.

Execution of Subsidiary Guaranty and Collateral Documents. If In the event that any Person becomes a Wholly Owned North American Domestic Subsidiary of Company any Borrower after the date hereof, or if any Merged Subsidiary 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 Borrowers will promptly notify Collateral Administrative Agent of that fact and cause each such Subsidiary or Merged Subsidiary, as the case may be, to execute and deliver to Collateral Administrative Agent a counterpart of the Subsidiary Guaranty and the Pledge and Security Agreement and to take all such further action and execute all such further documents and instruments as may be reasonably required to grant and perfect in favor of Collateral Administrative Agent, for the benefit of Lenders, a Second Priority first-priority security interest in all of the personal property assets Capital Stock held by such Subsidiary in all Subsidiaries of such Subsidiary 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 Merged Subsidiary described 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 the applicable Collateral Documentsplace. 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 Datesuch Domestic Subsidiary, Company Borrowers shall also deliver to Collateral Administrative Agent a pledge amendment to the Pledge and Security Agreement, granting to Collateral Administrative Agent on behalf of Lenders a Second Priority first priority security interest in one hundred percent (100%) of the equity interests in such Subsidiary or Merged Subsidiary, as the case may be (sixty-five percent (65%) Capital Stock of such equity interests if such Domestic 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 Borrowers shall take, or cause to be taken, all such other actions as Collateral Administrative Agent shall deem necessary or desirable to perfect such security interestinterest 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, 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. Any such Domestic Subsidiary shall also execute an Intercompany Note, if applicable, in accordance with Section 7.1(iv).

Execution of Subsidiary Guaranty and Collateral Documents. If In the event that any Person becomes a Wholly Owned North American Subsidiary (other than an Inactive Subsidiary) of Company after the date hereof, or if any Merged Subsidiary 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 will promptly notify Collateral Administrative Agent of that fact and cause such Subsidiary or Merged Subsidiary, as the case may be, to execute and deliver to Collateral Administrative Agent a 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 the 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 action 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 reasonably required necessary or, in the opinion of Administrative Agent, desirable to grant and perfect create in favor of Collateral Administrative Agent, for the benefit of Lenders, a Second Priority first-priority security interest (subject only to Liens permitted under this Agreement) in all of the real, personal and mixed property assets of such Subsidiary or Merged Subsidiary described in the applicable Collateral Documents. With (other than with respect to Excluded Properties and other than any such assets which 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 (i) any Person it being understood and agreed that becomes 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 or a Joint Venture being treated for purposes of Company or any subsection 6.9 as the date on which such Subsidiary acquired all of its Wholly Owned North American Subsidiaries after the date hereof Real Property Assets)) and (ii) any Merged the parent of such Subsidiary that fails to be merged with execute 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 Administrative Agent a pledge amendment counterpart of the Pledge Agreement or a Pledge Amendment to the Security Agreement, granting Pledge Agreement previously executed by such parent effecting the pledge by such parent to Collateral Administrative Agent on behalf of Lenders a Second Priority security interest in one hundred percent (100%) all of the equity interests in such Subsidiary or Merged Subsidiary, as the case may be (sixty-five percent (65%) of such equity interests if such Subsidiary is a Foreign Subsidiary)capital stock of, or one hundred percent (100%) of the any other equity interests owned by Company or any of its Wholly Owned North American Subsidiaries in interest 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 shall deem necessary or desirable to perfect such security interestSubsidiary.