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

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Domestic Subsidiary after the date hereof, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except in the case of a Joint Venture permitted pursuant to subsection 7.3(xi)) cause such Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of Beneficiaries, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreement, Company shall, or shall cause the Subsidiary that owns the Equity Interests of such Person to, execute and deliver to Collateral Agent a supplement to the Security Agreement and to deliver to Collateral Agent all certificates representing such Equity Interests of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank).

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Domestic Subsidiary of Company after the date hereof, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except in the case of cause any such Subsidiary that is required to become a Joint Venture permitted pursuant to subsection 7.3(xi)) cause such Domestic Subsidiary guarantor hereunder to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent4.1G) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Administrative Agent, for the benefit of BeneficiariesLenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreement, Company shall, or shall cause the Subsidiary that owns the Equity Interests Capital Stock of such Person to, execute and deliver to Collateral Administrative Agent a supplement to the Security Agreement and to deliver to Collateral Administrative Agent all certificates representing such Equity Interests Capital Stock of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank). Anything contained herein to the contrary notwithstanding, the Collateral shall exclude those assets as to which Administrative Agent shall reasonably determine that the costs of obtaining a security interest are unreasonably excessive in relation to the benefit to the Lenders of the security afforded thereby.

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Domestic Subsidiary of Company after the date hereof, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except in the case of cause any such Subsidiary that is required to become a Joint Venture permitted pursuant to subsection 7.3(xi)) cause such Domestic Subsidiary guarantor hereunder to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent4G) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Administrative Agent, for the benefit of BeneficiariesLenders, a valid and perfected First Second Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreement, Company shall, or shall cause the Subsidiary that owns the Equity Interests Capital Stock of such Person to, execute and deliver to Collateral Administrative Agent a supplement to the Security Agreement and to deliver to, prior to Collateral the Discharge of First Lien Obligations, the First Lien Agent and, thereafter to Administrative Agent, all certificates representing such Equity Interests Capital Stock of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank). Anything contained herein to the contrary notwithstanding, the Collateral shall exclude those assets as to which Administrative Agent shall reasonably determine that the costs of obtaining a security interest are unreasonably excessive in relation to the benefit to the Lenders of the security afforded thereby.

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Domestic Subsidiary after of Company existing on the date hereofClosing Date ceases to be an Excluded Subsidiary, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except in the case of a Joint Venture permitted pursuant to subsection 7.3(xi)) cause such Domestic Subsidiary promptly (and in any event no later than 30 days after it ceases to be an Excluded Subsidiary) to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent4.1J) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Administrative Agent, for the benefit of BeneficiariesLenders, a valid and perfected First Priority Lien on first priority security interest in all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as subject to any Liens in existence on the date such Domestic Subsidiary ceases to be an Excluded Subsidiary to the extent permitted under subsection 7.2A, provided that at the request of Company in connection with sales of assets permitted under subsection 7.7, Administrative Agent shall (without need for any further consent from any Lender or Lenders) release any Liens on a Domestic Subsidiary's assets and/or release a Domestic Subsidiary from the Subsidiary Guaranty or, in the Security Agreementcase of a Person that becomes a Domestic Subsidiary of Company in connection with such financing or investment permitted hereunder, Company shall, or shall cause waive the requirement that such Domestic Subsidiary that owns the Equity Interests of such Person to, execute and deliver to Collateral Administrative Agent a supplement counterpart of the Subsidiary Guaranty and Security Agreement, in each case solely to the extent required by the terms of any such financings, investments or sales permitted under the foregoing subsections of this Agreement; provided, however, that no Domestic Subsidiary which meets the criteria set forth in subsections 5.20C(i) and 5.20C(ii) shall be required to enter into the Security Agreement and or to deliver grant Liens on its property pursuant to Collateral Agent all certificates representing such Equity Interests of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank)this subsection.

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that (i) any Person becomes a Domestic direct or indirect Subsidiary of Company that is a Significant Subsidiary after the date hereof other than any such Subsidiary that is a Regulated Subsidiary that in the judgment of Company would not be permitted by applicable Healthcare Regulators to undertake the actions described below, (ii) Company or any of its Subsidiaries transfers or causes to be transferred in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $2,000,000 to any Subsidiary that is not a Subsidiary Guarantor or to any Regulated Subsidiary (other than in connection with an Investment permitted pursuant to subsection 7.3 hereof) or (iii) any Subsidiary of Company that is not a Subsidiary Guarantor guarantees any Indebtedness of Company or pledges any of its assets to secure any Indebtedness of Company other than the Indebtedness under this Agreement, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except 1) execute, or cause the applicable Subsidiary to execute, a Pledge Supplement (as such term is defined in the case of a Joint Venture permitted pursuant to subsection 7.3(xi)Security Agreement) and (2) cause such Domestic new Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and a counterpart to the Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent4.1L) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Administrative Agent, for the benefit of BeneficiariesLenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreement, Company shall, or shall cause the Subsidiary that owns the Equity Interests of such Person to, execute and deliver to Collateral Agent a supplement to the Security Agreement and to deliver to Collateral Agent all certificates representing such Equity Interests of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank).

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Domestic Subsidiary of Company after the date hereof, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except in and, at the case request of a Joint Venture permitted pursuant to subsection 7.3(xi)) Agent, cause such Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and a Subsidiary Security Agreement and to take all such further actions and execute all such further documents and instruments (including including, without limitation, actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation subsections 4.1J and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent4.2G) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of BeneficiariesLenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition100 108 B. SUBSIDIARY CHARTER DOCUMENTS, LEGAL OPINIONS, ETC. Company shall deliver to Agent, together with such Loan Documents, (i) certified copies of such Subsidiary's Certificate or Articles of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation and each other state in which such Person is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such jurisdictions, each to be dated a recent date prior to their delivery to Agent, (ii) a copy of such Subsidiary's Bylaws, certified by its corporate secretary or an assistant secretary as of a recent date prior to their delivery to Agent, (iii) a certificate executed by the secretary or an assistant secretary of such Subsidiary as to (a) the fact that the attached resolutions of the Board of Directors of such Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers of such Subsidiary executing such Loan Documents, and (iv) if reasonably requested by Agent, a favorable opinion of counsel to such Subsidiary, in form and substance satisfactory to Agent and its counsel, as provided in to (a) the Security Agreement, Company shall, or shall cause the Subsidiary that owns the Equity Interests due organization and good standing of such Person toSubsidiary, execute (b) the due authorization, execution and deliver to Collateral Agent a supplement delivery by such Subsidiary of such Loan Documents, (c) the enforceability of such Loan Documents against such Subsidiary, (d) such other matters (including, without limitation, matters relating to the Security Agreement creation and perfection of Liens in any Collateral pursuant to deliver such Loan Documents) as Agent may reasonably request, all of the foregoing to Collateral be satisfactory in form and substance to Agent all certificates representing such Equity Interests of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank)and its counsel.

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Domestic Subsidiary of Company after the date hereof, with the exception of a BSH Agent Subsidiary, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except in the case of a Joint Venture permitted pursuant to subsection 7.3(xi)) cause such Subsidiary, if it is a Domestic Subsidiary Subsidiary, to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and Subsidiary Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent4.1J) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Administrative Agent, for the benefit of BeneficiariesLenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In additionWith respect to any such Subsidiary which is a Domestic Subsidiary, as provided in the Security Company shall also deliver to Administrative Agent a Subsidiary Pledge Agreement, granting to Administrative Agent on behalf of Lenders a First Priority Lien in 100% of the capital stock or other equity interests of such Domestic Subsidiary, and with respect to any such Subsidiary which is a Foreign Subsidiary, if Company shallor a Domestic Subsidiary owns the capital stock or other equity interests of such Foreign Subsidiary, Company shall deliver to Administrative Agent an Auxiliary Pledge Agreement granting to Administrative Agent on behalf of Lenders a First Priority Lien in 65% of the capital stock or other equity interests of such Foreign Subsidiary, and, in each case, Company shall take, or cause to be taken, all such other actions as Administrative Agent shall cause the Subsidiary that owns the Equity Interests of deem necessary or desirable to perfect such Person to, execute and deliver to Collateral Agent a supplement to the Security Agreement and to deliver to Collateral Agent all certificates representing such Equity Interests of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank)security interest.

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Domestic Subsidiary of Holdings after the date hereofhereof and such Subsidiary has assets or revenues in excess of $1,000,000, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except i) deliver, or cause the appropriate Loan Party to deliver, a Pledge Amendment (as defined in the Security Agreement), together with the certificates or instruments, if any, representing (A) all of the Capital Stock of such Subsidiary if such Subsidiary is a Domestic Subsidiary and (B) 66% of the Capital Stock of such Subsidiary if such Subsidiary is a first-tier Foreign Subsidiary, in each case accompanied by irrevocable undated instruments of a Joint Venture permitted pursuant transfer, duly endorsed in blank and otherwise in form and substance reasonably satisfactory to subsection 7.3(xi)Administrative Agent, (ii) cause any such Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and the Security Agreement Agreement, and (iii) take, or cause any such Domestic Subsidiary to take take, all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent4.1F) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Administrative Agent, for the benefit of BeneficiariesLenders, a valid and perfected First Priority Lien on all or 66%, as the case may be, of the Capital Stock of such Subsidiary, and on all personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In additionNotwithstanding anything in this Agreement or any other Loan Document to the contrary, (X) Company or Holdings, as provided in applicable, will not be obligated to deliver a pledge of the Security Agreement, Capital Stock of the Captive Insurance Company shall, if such pledge would violate laws or shall cause the Subsidiary that owns the Equity Interests of such Person to, execute and deliver to Collateral Agent a supplement regulations applicable to the Security Agreement Captive Insurance Company or otherwise have an adverse effect on the operations of the Captive Insurance Company and (Y) Company shall not be obligated to deliver comply with this Section 6.8 if Administrative Agent is obligated to Collateral Agent all certificates representing such Equity Interests of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank)release Liens pursuant to Section 10.14(B) and no ratings downgrade triggering Company’s obligations under Section 6.9(iii) has occurred.

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Domestic Subsidiary after the date hereofEffective Date, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except in the case of a Joint Venture permitted pursuant to subsection 7.3(xi7.3A(xi)) cause such Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of Beneficiaries, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreement, Company shall, or shall cause the Subsidiary that owns the Equity Interests of such Person to, execute and deliver to Collateral Agent a supplement to the Security Agreement and to deliver to Collateral Agent all certificates representing such Equity Interests of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank).

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that (i) any Person becomes a Domestic direct or indirect Subsidiary of Company that is a Significant Subsidiary after the date hereof other than any such Subsidiary that is a Regulated Subsidiary that in the judgment of Company would not be permitted by applicable Healthcare Regulators to undertake the actions described below, (ii) Company or any of its Subsidiaries transfers or causes to be transferred in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $2,000,000 to any Subsidiary that is not a Subsidiary Guarantor or to any Regulated Subsidiary (other than in connection with an Investment permitted pursuant to subsection 7.3 hereof) or (iii) any Subsidiary of Company that is not a Subsidiary Guarantor guarantees any Indebtedness of Company or pledges any of its assets to secure any Indebtedness of Company other than the Indebtedness under this Agreement, Company will promptly notify Administrative Agent and Collateral Agent of that fact and (except 1) execute, or cause the applicable Subsidiary to execute, a Pledge Amendment (as such term is defined in the case of a Joint Venture permitted pursuant to subsection 7.3(xi)Security Agreement) and (2) cause such Domestic new Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and a counterpart to the Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I as well as lien searches, lien terminations, documents filed with any IP Filing Office, and, if requested by Administrative Agent, opinions of local counsel with respect to the creation and perfection of any security interests granted in favor of Collateral Agent and such other matters governed by the laws of the applicable jurisdiction regarding such security interests as Administrative Agent or Collateral Agent may reasonably request, in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent4.1L) as may be necessary or, in the reasonable opinion of Administrative Agent or Collateral Agent, desirable to create in favor of Collateral Administrative Agent, for the benefit of BeneficiariesLenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreement, Company shall, or shall cause the Subsidiary that owns the Equity Interests of such Person to, execute and deliver to Collateral Agent a supplement to the Security Agreement and to deliver to Collateral Agent all certificates representing such Equity Interests of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank).