Future Collateral. Subject to the Agreed Security Principles, as promptly as reasonably practicable after the acquisition by the Issuers or any Senior Secured Note Guarantor of any After-Acquired Collateral, the Issuers or such Senior Secured Note Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and opinions of counsel as shall be reasonably necessary to vest in the Trustee and/or Collateral Agent a valid and, to the extent applicable in the applicable jurisdiction and required under the Agreed Security Principles, perfected, security interest, subject only to Permitted Liens, in such After-Acquired Collateral and to have such After-Acquired Collateral (but subject to certain limitations, if applicable), added to the Collateral, and thereupon all provisions of this Senior Secured Notes Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Collateral to the same extent and with the same force and effect; provided, however, that if granting such security interest in such After-Acquired Collateral requires the consent of a third party, the Issuers will use commercially reasonable efforts to obtain such consent with respect to the security interest for the benefit of the Trustee on behalf of the Holders of the Senior Secured Notes; provided further, however, that if such third party does not consent to the granting of such security interest after the use of such commercially reasonable efforts, the Issuers or such Senior Secured Note Guarantor, as the case may be, will not be required to provide such security interest. Under the commercially reasonable efforts standard, the Issuers will not be obligated to seek to obtain consent if, in the good faith determination of BP I, to do so would have a material adverse effect on the ability of the Issuers or the relevant Senior Secured Note Guarantors to conduct their operations and business in the ordinary course or if, in good faith determination of BP I, to do so would be inconsistent with the Agreed Security Principles.
Future Collateral. So long as any Notes remain outstanding, if at any time (a "Future Collateral Event Date") (i) the Company or any of its Subsidiaries receives income, proceeds or revenue relating to any Collateral pursuant to a license, agreement or other arrangement or circumstance other than the BL License (each a "Future Agreement", and the parties to such Agreement other than the Company or any of its Subsidiaries, the "Future Consenting Parties") or (ii) any income, proceeds or revenue relating to any Collateral is owed or paid directly to the Company or any Subsidiary other than the Delaware Subsidiary, then the Company shall promptly notify the Investor in writing and within ten (10) business days after such Future Collateral Event Date, (w) if such income, proceeds or revenue is owed or paid to a Subsidiary other than the Delaware Subsidiary, such Subsidiary shall duly execute and deliver a guaranty in the form of the Guarantee, (x) if such income, proceeds or revenue is owed or paid to the Company, the Company shall duly execute and/or deliver such opinions of counsel and other documents, in form and substance reasonably acceptable to the Investor to secure and perfect a security interest in such Collateral, (y) if such income, proceeds or revenue is from a Future Agreement, the parties hereto shall amend the Security Agreement and/or enter into any other necessary security documents, including, without limitation, any assignments or charges, to include such Future Agreement, and (z) the Company shall deliver to the Investor a consent of the Future Consenting Parties, in form and substance reasonably acceptable to the Investor.
Future Collateral. Upon the acquisition by Borrower or any Significant Subsidiary of (a) any capital stock of a new Subsidiary, deliver the certificates evidencing such capital stock in pledge to the Collateral Agent pursuant to the Pledge Agreement (Nevada Gaming) or Pledge Agreement (General), as the case may be, (b) upon consummation of the Jaxxx Xransaction, deliver certificates evidencing 100% of the shares of capital stock of ANI and the remaining 51% of the shares of capital stock of HRN to the Collateral Agent in pledge pursuant to the Pledge Agreement (Nevada Gaming), subject to prior approvals required under applicable Gaming Laws, and the Pledge Agreement (General), as applicable, and (c) any fee simple interest in real Property or any vessel, vehicle or other Property which is not subject to the Lien of the Collateral Documents, execute and deliver to the Collateral Agent such Collateral Documents as are appropriate therefor as requested by the Collateral Agent to create a Lien thereon securing the Obligations and the Obligations under the Amended Revolver subject in priority only to Permitted Liens and Liens existing thereon prior to such acquisition (and not done in contemplation thereof); provided, however, that such Collateral Documents shall not be required if Borrower delivers to the Administrative Agent promptly following any such acquisition an Officers' Certificate stating that the aggregate fair market value of such Property plus the aggregate fair market value of all other Property (except (a) any gaming license issued under any Gaming Law, (b) the assets and capital stock of ANI, (c) the assets and 51% of the capital stock of HRN and (d) the gaming equipment and capital stock of AMGC) owned by Borrower and the Restricted Subsidiaries that is not subject to the Lien of the Collateral Documents is less than $20,000,000.
Future Collateral. (a) The Lender shall have the right to receive a first priority mortgage, security interest or assignment in the case where Borrower or any Subsidiary acquires new assets with Advances under the Loan, as provided in Section 3.1, subject to the provisions of Section 2.12.
(b) The Lender shall have the right to receive a guaranty from each newly acquired or created Restricted Subsidiary, as provided in Section 3.1.
Future Collateral. Upon the acquisition by Borrower or any Significant Subsidiary of (a) any Capital Stock of a new Subsidiary (other than a Subsidiary properly designated as an Unrestricted Subsidiary), deliver the certificates evidencing such stock (or interest) in pledge to the Administrative Agent (or its designee to the extent required by applicable Gaming Laws) pursuant to the Pledge Agreement (General) or a Pledge Agreement (Gaming Regulated), as the case may be, (b) any Investment in certificated securities or instruments, deliver all such securities and instruments in pledge to the Administrative Agent pursuant to the Security Agreement, and (c) any fee simple interest in Real Property, any leasehold interest in Real Property requiring aggregate rental payments in excess of $250,000 per annum, or any vessel or vehicle, any uncertificated Investment or securities entitlement or any other interest in other Property which is not subject to a perfected Lien under the Collateral Documents (other than any such Property which, under applicable Gaming Laws, cannot be subject to a Lien or cannot be subject to a Lien under applicable Gaming Laws without first obtaining the consent of a Government Agency under Gaming Laws (in which case Borrower shall diligently pursue all required consents)), execute and deliver to the Administrative Agent such Collateral Documents as are appropriate therefor, as requested by the Administrative Agent, to create a Lien thereon securing the Obligations subject in priority only to matters described on Schedule 4.7 as of the Closing Date, Permitted Encumbrances, Permitted Rights of Others, purchase money liens (if any) permitted under Section 6.8(f) and Liens existing thereon prior to such acquisition (and not done in contemplation thereof).
Future Collateral. The Debtor agrees to promptly inform the Secured Party in writing of the acquisition by the Debtor of any Collateral which are serial numbered goods (as defined in the PPSA) and to execute and deliver at its own expense from time to time amendments to this Agreement or additional agreements as may be reasonably required by the Secured Party in order that the Security Interest shall attach to all of the Collateral.
Future Collateral. The Obligations shall initially be unsecured (except for the Guaranty of the Guarantor). However, in the event that the lenders under the Guarantor Credit Agreement require the Guarantor to grant a security interest in a majority of its assets (in value) or a Substantial Portion of the Borrower's assets, then the Borrower shall cause itself, its Subsidiaries and/or the Guarantor to grant a first priority security interest in assets of the Borrower, Subsidiaries and/or Guarantor sufficient to secure the Secured Obligations on a basis reasonably satisfactory to the Agent and the Required Lenders.
Future Collateral. Within 60 days of the Closing Date, the U.S. Borrower will or will cause the applicable Subsidiary to deliver to the Administrative Agent the certificates representing the remaining Capital Securities of Boxmore together with all necessary instruments of transfer or assignment, duly executed in blank. The U.S. Borrower will cause any subsequently acquired or organized Material Subsidiary that is a U.S. Subsidiary to execute the Subsidiary Guaranty (or a supplement thereto). In addition, from time to time, the U.S. Borrower will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to the Capital Securities of any subsequently acquired or organized U.K. Subsidiary that is not an Immaterial Subsidiary of any U.K. Borrower other than Field and Boxmore, which shall not be required to pledge any of each of their respective Subsidiaries, to secure the Obligations; provided, that no U.S. Obligor shall be required to pledge more than 65% of the Voting Securities of any U.K. Subsidiary. Such Liens will be created under the Loan Documents in form and substance satisfactory to the Administrative Agent, and the Borrower shall deliver, or cause to be delivered, to the Lenders all such instruments and documents (including legal opinions and Lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Section.
Future Collateral. 75 SECTION 7.1.9 Delivery of Shares of the U.K. Target. 76 SECTION 7.1.10 Covenants Relating to the Conduct of the U.K. Target and its Subsidiaries after the U.K. Success Date. 76 SECTION 7.1.11 Foreign Employee Benefit Plan Compliance. 77 SECTION 7.2 Negative Covenants. 77 SECTION 7.2.1 Business Activities. 77 SECTION 7.2.2 Indebtedness. 77 SECTION 7.2.3 Liens. 79 SECTION 7.2.4 Financial Condition and Operations. 80 SECTION 7.2.5 Investments. 80 SECTION 7.2.6 Restricted Payments, etc. 81 SECTION 7.2.7 Capital Expenditures, etc. 82 SECTION 7.2.8 Capital Securities of Subsidiaries. 82 SECTION 7.2.9 Consolidation, Merger, etc. 82 SECTION 7.2.10 Permitted Dispositions. 82 SECTION 7.2.11 Modification of Certain Agreements. 83 SECTION 7.2.12 Transactions with Affiliates. 83 SECTION 7.2.13 Restrictive Agreements, etc. 83 SECTION 7.2.14 Amendment of Organic Documents. 84 SECTION 7.2.15 Change of Control Affecting Indebtedness of the U.K. Target. 84 SECTION 7.2.16 Covenants Relating to the Conduct of the U.K. Offer. 84 SECTION 7.2.17 Changes to Fiscal Year. 85 SECTION 7.2.18 No Prepayment of Subordinated Debt. 85 SECTION 7.2.19 No Investments, etc. in Inactive Subsidiaries.. 85
Future Collateral. (a) As soon as reasonably possible, but in no event later than the six week anniversary of the U.K. Closing Date, the Administrative Agent shall have received a first-priority pledge on 100% of the Capital Securities of the U.K. Target, U.K. Acquisitions and U.K. Acquisitions I.
(b) On the four month anniversary of the U.K. Closing Date, each Borrower will, and will cause (i) each U.S. Subsidiary that is not an Inactive Subsidiary to execute the Subsidiary Guaranty, (ii) each U.K. Subsidiary that is not an Inactive Subsidiary or a Borrower to execute the U.K. Subsidiary Guaranty and (iii) the Administrative Agent to have a first-priority pledge on the Capital Securities and intercompany Indebtedness of each Subsidiary of the Borrowers that are not Inactive Subsidiaries or a Borrower provided, that neither the U.S. Borrower nor its Subsidiaries shall be required to pledge more than 65% of the Voting Securities of any Foreign Subsidiary, unless such Subsidiary is a U.K. Obligor and such pledge is to secure the U.K. Obligations, in which case the U.S. Borrower or such Subsidiary shall pledge 100% of such Voting Securities.
(c) The Borrowers will take all further action that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the Liens created or intended to be created by the Loan Documents.
(d) Following the four month anniversary of the U.K. Closing Date each Borrower will cause any subsequently acquired or organized Subsidiary to execute the U.
