New Guarantors. The Parent Guarantor covenants and agrees that if any Subsidiary of the Parent Guarantor that is not a Guarantor becomes a Relevant Guarantor, then within 30 days of such Subsidiary becoming a Relevant Guarantor, the Parent Guarantor shall cause such Relevant Guarantor to also become a Subsidiary Guarantor (each, a “New Guarantor”) of all amounts due and owing on the Outstanding Securities by having the New Guarantor, the Issuer and the Trustee delivering a New Guarantor Supplemental Indenture within such 30 days, provided that such New Guarantor’s Guarantee may contain any limitation required under the laws of the jurisdiction in which it is organized, or which are substantially similar to the limitations contained in such other new guarantees given by the New Guarantor in relation to the Specified Indebtedness giving rise to its status as a Relevant Guarantor. Upon execution and delivery by the New Guarantor of its New Guarantor Supplemental Indenture and any other documents provided for in this Section 1010, the New Guarantor shall be a Guarantor for the purposes of this Indenture (and shall be deemed to be added to the list of Guarantors contained in Schedule 1 hereto) and for purposes of all amounts due and owing on all Outstanding Securities. In connection therewith, (i) the rights and obligations of such New Guarantor and the restrictions imposed upon it under this Indenture shall be the same in all respects as if the New Guarantor had been an Original Guarantor and (ii) the rights and obligations and restrictions imposed upon the other Guarantors shall be the same in all respects as if the New Guarantor had been an Original Guarantor.
New Guarantors. Additional Persons (each such Person being referred to herein as a “New Guarantor”) may, from time to time, become parties hereto (and thereby become a “Guarantor”) pursuant to the terms and conditions set forth in Section 6.12 of the Credit Agreement through the execution of a counterpart signature page hereto. Each such New Guarantor hereby acknowledges, agrees and confirms that, by its execution of such counterpart, the New Guarantor will be deemed to be a Loan Party under the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of the Guarantor hereunder as if it had executed this Agreement as of the Closing Date. Further, each such New Guarantor hereby ratifies, as of the date of its execution of a counterpart signature page hereto, and agrees to be bound by, all of the terms, provisions and conditions contained in herein and in the Credit Agreement applicable to a Guarantor. The obligations of each such New Guarantor hereunder and under the Credit Agreement will be joint and several with each other Person qualifying as a Guarantor hereunder.
New Guarantors. In the event that the Parent is required to cause one or more of its Subsidiaries to become Guarantors as set forth in Section 4.1, such new Guarantor or Guarantors (as the case may be) shall, contemporaneously with the delivery of the financial statements required by Section 10.1(a) and Section 10.1(b) of the Credit Agreement, execute and deliver to the Bank a Joinder Agreement pursuant to which each such Subsidiary of the Parent becomes a Guarantor under this Agreement and such other certificates and documentation, including the items otherwise required pursuant to Section 5.1, as the Bank may reasonably request.
New Guarantors. In the event that the Borrower is required to cause one or more of its Subsidiaries to become Guarantors as set forth in Section 7.1, such new Guarantor or Guarantors (as the case may be) shall, contemporaneously with the delivery of the financial statements required by Section 10.1(a) and Section 10.1(b), execute and deliver to the Agent a Joinder Agreement pursuant to which each such Subsidiary of the Borrower becomes a Guarantor under this Agreement and such other certificates and documentation, including the items otherwise required pursuant to Section 8.1, as the Agent may reasonably request.
New Guarantors. The Borrower will cause each Domestic Subsidiary -------------- created, acquired or otherwise existing, on or after the Closing Date to immediately become a Guarantor and shall cause such Subsidiary to execute and deliver to the Agent, for the benefit of the Agent and the Banks, (a) a Guaranty, and (b) further Security Documents or other instruments and documents as the Agent may require in order to grant to the Agent a first priority perfected security interest in such Subsidiary's assets, together with legal opinions in form and substance satisfactory to the Agent to be delivered to the Agent and the Banks opining as to authorization validity and enforceability of such Guaranty and Security Documents and (as to the applicable Security Documents) the perfection of such Security interests.
New Guarantors. 55 -------------- 9.14. Copyright Registration......................................................... 55 ---------------------- 9.
New Guarantors. In the event any Subsidiary organized under the laws -------------- of the United States of America or any State thereof is formed or acquired after the date hereof, such Subsidiary shall, on the date of its formation or acquisition, guarantee the Obligations and shall execute and deliver to the Agent a joinder to the Guaranty in form and substance satisfactory to the Agent.
New Guarantors.
17.4.1 If any person which is not an Obligor becomes an Obligor in accordance with Clause 17.3 (New Obligors) the Obligors will procure that the person concerned will either:
(a) become a New Facility Guarantor by delivering to the Lender a Facility Guarantor Accession Letter, duly executed by that person; or
(b) if required by the Lender, enter into a Standalone Facility Guarantee in form and substance satisfactory to the Lender.
17.4.2 The Lender may accept the accession of a New Facility Guarantor in its sole discretion by executing a Facility Guarantor Accession Letter or Standalone Facility Guarantee provided that:
(a) at the same time as that Facility Guarantor Accession Letter or Standalone Facility Guarantee is delivered to the Lender, there are also delivered to the Lender:
(i) a copy of any Authorisation or other documents, opinion or assurance which the Xxxxxx considers to be necessary or desirable (acting reasonably); and
(ii) to the extent not provided pursuant to Clause 17.3.2(a)(ii) (New Obligors) should such New Facility Guarantor also be acceding as a New Obligor at the same time, all those items listed in Part 3 of Schedule 7 (Conditions Precedent), in respect of and as applicable to the relevant person seeking to become a New Facility Guarantor and in each case to the extent not already delivered to the Lender and in form and substance satisfactory to the Lender; and
(b) no Default has occurred and is continuing or would occur upon that person acceding as a party to this Agreement.
17.4.3 Each Party (other than the Lender, the Borrower and the person concerned) irrevocably authorises the Borrower to execute any duly completed Facility Guarantor Accession Letter or Standalone Facility Guarantee on its behalf (as applicable) unless the Lender requires such Party to execute such Facility Guarantor Accession Letter or Standalone Facility Guarantee itself.
17.4.4 A Facility Guarantor Accession Letter will take effect on its date of execution by the Lender or, if later, the date specified in that Facility Guarantor Accession Letter.
17.4.5 The execution of a Facility Guarantor Accession Letter by the person concerned constitutes confirmation by it that it is a New Facility Guarantor under this Agreement.
New Guarantors. (a) The Borrower will promptly notify the Administrative Agent of the creation of or Investment in a Person which may fall within the definition of a Guarantor and will provide any financial and other information with respect to such Person as the Administrative Agent may reasonably request. In the event the Administrative Agent (after consultation with the Borrower) determines that such Person is required to be designated a Guarantor hereunder, the Administrative Agent shall provide notice of the same to the Borrower, it being understood and agreed that any Person that owns an Unencumbered Property and any Person who leases an Unencumbered Property as an Operating Lessee shall be required to become a Guarantor promptly and in any event on or prior to the date any Hotel Property owned by such Person is included as an Unencumbered Property hereunder. Within sixty (60) days after the Borrower's receipt of such notice from the Administrative Agent, the Borrower shall cause such Person to deliver to the Administrative Agent (i) either (a) an original Guaranty and Environmental Indemnity executed by such Person or (b) an Accession Agreement executed by such Person, and (ii) such other information or documents with respect to such Person as the Administrative Agent may reasonably request.
(b) If no Default exists at such time, and any Hotel Property no longer qualifies as an Unencumbered Property, any Subsidiary of the Borrower which owned or leased such Hotel Property, but not any other Unencumbered Property, shall be released by the Administrative Agent from such Subsidiary's obligations under the Guaranty upon such time that the Borrower provides the Administrative Agent with (i) a written request for such release and (ii) a Compliance Certificate evidencing pro forma compliance with Article VII hereof.
New Guarantors. Additional Persons (each such Person being referred to herein as a “New Guarantor”) may, from time to time, become party hereto (and thereby become a Guarantor) pursuant to the terms and conditions set forth in Section 6.12 of the Credit Agreement by executing a Supplemental Guaranty in the form of Exhibit A attached hereto. Each such New Guarantor hereby acknowledges, agrees and confirms that, by its execution of such Supplemental Guaranty, such New Guarantor will be deemed to be a Credit Party under the Credit Agreement and a Guarantor for all purposes of the Credit Agreement and shall have all of the obligations of Guarantors hereunder as if it had executed this Guaranty as of the Closing Date.
