Guarantee and Collateral Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,
Guarantee and Collateral Matters. (a) The Company shall from time to time (i) cause each Subsidiary of the Company that is not an Excluded Subsidiary to become, on the Issue Date or, if such Subsidiary is acquired or created after the Issue Date or such Subsidiary was an Excluded Subsidiary but thereafter is not an Excluded Subsidiary, at the later of (A) the time of the acquisition, creation or change in status of such Subsidiary and (B) the time at which such Subsidiary Incurs Indebtedness or such Subsidiary guarantees or secures any Indebtedness of the Company, a guarantor of the obligations of the Company under this Indenture and the Notes by executing this Indenture (directly or by supplemental indenture) as a Subsidiary Guarantor or by executing a Guarantee in substantially the form of Article 16 (provided that the provision of a Guarantee by a Subsidiary after the Issue Date shall be subject to compliance with any applicable Gaming Laws and the Company agrees that (subject to Section 12.7(b)) it shall not have any such Subsidiary that is not an Excluded Subsidiary unless it is permitted to give such Guarantee under applicable Gaming Laws) and (ii) deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is the valid, binding and enforceable obligation of such Subsidiary Guarantor, subject to customary exceptions for bankruptcy, fraudulent transfer and equitable principles.
Guarantee and Collateral Matters. Upon the request of the Borrower, the Administrative Agent will, release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon termination of the Group Aggregate Commitments and payment in full of all Secured Obligations (excluding contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Group Letters of Credit (if any) (other than (x) Group 183 Letters of Credit (if any), (y) obligations under Group Secured Hedge Agreements not yet due and payable, and (z) Group Cash Management Obligations not yet due and payable, in each case of clauses (x), (y) and (z) as to which other arrangements satisfactory to the Group Administrative Agent, and the relevant Group L/C Issuer, the relevant Group Hedge Bank or the relevant Group Cash Management Bank, as applicable, shall have been made), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any sale or other Disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Majority Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty so long as it is no longer required to be a Guarantor pursuant to the terms of this Agreement; release any Guarantor from its obligations under any of the Guaranties and the Security Documents and release any Liens granted by such Guarantor if such Person is no longer required to be a Guarantor pursuant to the definition of “Collateral and Guarantee Requirement” and Section 6.11; and release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) or Section 7.01(bb). The Administrative Agent will promptly, at the Borrower’s expense, execute and deliver to the applicable Loan Party or any Restricted Subsidiary of a Loan Party such documents as the Borrower may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the applicable Guaranty, in each case in accordance with th...
Guarantee and Collateral Matters. (a) The Lenders hereby irrevocably authorize the Agent to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the termination (or cash collateralization thereof or the issuance of a Supporting Letter of Credit in accordance with the terms of Section10.1, as the case may be) of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations; (ii) constituting property being sold or disposed of in accordance with Section 7.8 upon the sale or disposition thereof if a Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 7.8 (and the Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which the Credit Parties owned no interest at the time the Lien was granted or at any time thereafter; and (iv) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or with respect to which the Agent has been granted no security interest or Lien. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Majority Lenders or, if required under Section 11.1(a)(viii), all Lenders; provided, that, the Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $15,000,000 during each Fiscal Year without the prior written authorization of any Lenders and, to the extent that the Agent may release its Lien on any such Collateral in connection with the Disposition thereof, such Disposition shall be deemed to be permitted under this Agreement. Upon request by the Agent or the Administrative Borrower at any time, the Lenders will confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.11.
Guarantee and Collateral Matters. 67 Section 12.8
Guarantee and Collateral Matters. (a) The Company shall from time to time (i) cause each Subsidiary of the Company that is designated herein as a Guarantor or becomes a Restricted Subsidiary after the Issue Date to become a guarantor of the obligations of the Company under this Indenture and the Notes by executing this Indenture (directly or by supplemental indenture) as a Guarantor or by executing a Guarantee in substantially the form of Article 16 (provided that the provision of a Guaranty by a Restricted Subsidiary after the Issue Date shall be subject to compliance with any applicable Gaming Laws and the Company agrees that (subject to Section 12.7(b)) it shall not have any such Restricted Subsidiary unless it is permitted to give such Guarantee under applicable Gaming Laws) and (ii) deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is the valid, binding and enforceable obligation of such Guarantor, subject to customary exceptions for bankruptcy, fraudulent transfer and equitable principles.
Guarantee and Collateral Matters. 32 SECTION 4.09 CONDITIONAL COLLATERAL; GAMING APPROVALS......................................... 33 SECTION 4.10 Limitation on Liens.............................................................. 33 SECTION 4.11 LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.................................... 35 SECTION 4.12 COLLATERAL EVENT AFTER COLLATERAL RELEASE DATE................................... 35 ARTICLE V CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.................................................. 36 SECTION 5.01 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS............................. 36 SECTION 5.02 SUCCESSOR CORPORATION SUBSTITUTED................................................ 36
Guarantee and Collateral Matters. For the avoidance of doubt, the parties hereto agree that (a) Newco shall not be required to become a party to the Guarantee and Collateral Agreement and (b) the Capital Stock of Newco shall not be pledged as Collateral. At the request and sole expense of the Borrower, the Paying Agent shall deliver to the Borrower the relevant Collateral referred to in Section 2 above and execute and deliver to the Borrower such documents as it shall reasonably request to evidence the release of such Collateral (including UCC-3 partial termination statements). The Lenders hereby approve any modifications to the Loan Documents deemed necessary by the Paying Agent to satisfy the condition precedent described in Section 14(d) below.
Guarantee and Collateral Matters. Subject to the Documentation Principles, the Lead Arrangers shall have received UCC, tax and judgment lien searches with respect to the Borrower, Parent and each Tranche B 2021 Term Facility Guarantor and each Bridge Facility Guarantor. Within fifteen business days of the date of the Acquisition Agreement (provided that, in the case of Saturn, to the extent that the information necessary to complete such filings is not then reasonably available, Saturn shall make such filings as soon as reasonably practicable thereafter upon such information becoming available), Parent and Saturn shall have made all filings required with respect to any regulatory approvals necessary to consummate borrowings under the Tranche B 2021 Term Loan Facility and the Bridge Facility, in each case in the amounts contemplated by the Commitment Letter, including to provide a Tranche B 2021 Term Facility Guarantee by each Tranche B 2021 Term Facility Guarantor, a Bridge Facility Guarantee by each Bridge Facility Guarantor and collateral with respect to the Tranche B 2021 Term Loan Facility by each Tranche B 2021 Term Facility Guarantor. The Tranche B 2021 Term Facility Guarantees (in the case of the Tranche B 2021 Term Facility) and the Bridge Facility Guarantees (in the case of the Bridge Facility) shall have been executed and be in full force and effect (and all material governmental authorizations and consents required in order for any regulated subsidiary of Parent or Saturn that is required to provide a Tranche B 2021 Term Facility Guarantee or a Bridge Facility Guarantee, as the case may be, shall have been obtained and shall be in full force and effect); provided that, with respect to any Tranche B 2021 Term Facility Guarantee or any Bridge Facility Guarantee, in each case, by any entity that is a Regulated Guarantor Subsidiary as defined in the Existing Credit Agreement (a “Regulated Entity”), if Parent and the Borrower shall have endeavored, and caused each Regulated Entity to have endeavored (or, in the case of Saturn or any subsidiary thereof, used commercially reasonable efforts to cause it to endeavor), in good faith using commercially reasonable efforts to cause such authorizations and consents to be obtained prior to the Closing Date, but such authorizations and consents for a Regulated Entity have not been obtained, then the guarantees by such entity (and related governmental authorizations and consents) shall not constitute a condition precedent to borrowing under the ...
