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 Subsidiary of Company after the date hereof, Company will promptly notify Administrative Agent of that fact and cause any such Subsidiary that is required to become a 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 4.1G) as may be necessary or, in the reasonable opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such 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 Capital Stock of such Person to, execute and deliver to Administrative Agent a supplement to the Security Agreement and to deliver to Administrative Agent all certificates representing such 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.

Appears in 2 contracts

Samples: Credit Agreement (Panolam Industries International Inc), Credit Agreement (Panolam Industries International Inc)

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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 a Joint Venture permitted pursuant to subsection 7.3(xi)) cause any such Domestic Subsidiary that is required to become a 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 4.1G4.1I 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 Administrative Collateral Agent, for the benefit of LendersBeneficiaries, 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 Capital Stock Equity Interests of such Person to, execute and deliver to Administrative Collateral Agent a supplement to the Security Agreement and to deliver to Administrative Collateral Agent all certificates representing such Capital Stock Equity Interests 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.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (Skilled Healthcare Group, Inc.), Amendment and Restatement Agreement (Skilled Healthcare Group, Inc.)

Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Domestic Subsidiary of Company 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 7.3A(xi)) cause any such Domestic Subsidiary that is required to become a 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 4.1G4.1I 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 Administrative Collateral Agent, for the benefit of LendersBeneficiaries, 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 Capital Stock Equity Interests of such Person to, execute and deliver to Administrative Collateral Agent a supplement to the Security Agreement and to deliver to Administrative Collateral Agent all certificates representing such Capital Stock Equity Interests 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.

Appears in 1 contract

Samples: Amendment and Restatement and Additional Term Loan Assumption Agreement (Skilled Healthcare Group, Inc.)

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Execution of Subsidiary Guaranty and Personal Property Collateral Documents. In the event that any Person becomes a Subsidiary of Company after the date hereof, Company will promptly notify Administrative Agent of that fact and cause any such Subsidiary that is required to become a 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 4.14G) as may be necessary or, in the reasonable opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Second Priority Lien on all of the personal and mixed property assets of such 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 Capital Stock of such Person to, execute and deliver to Administrative Agent a supplement to the Security Agreement and to deliver to, prior to the Discharge of First Lien Obligations, the First Lien Agent and, thereafter to Administrative Agent Agent, all certificates representing such 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.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Panolam Industries International Inc)

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