Common use of New Guarantors Clause in Contracts

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. (a) The Parent 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 covenants and agrees 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 if 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 or leased 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 Parent Guarantor that is Borrower which owned or leased such Hotel Property, but not a Guarantor becomes a Relevant Guarantorany other Unencumbered Property, then within 30 days of shall be released by the Administrative Agent from 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 GuarantorSubsidiary’s Guarantee may contain any limitation required obligations under the laws of Guaranty upon such time that the jurisdiction in which it is organized, or which are substantially similar to Borrower provides 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, Administrative Agent with (i) the rights and obligations of a written request for 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 release and (ii) a Compliance Certificate evidencing pro forma compliance with Article VII hereof. (c) The provisions of Section 5.09(a) and (b) shall only apply prior to an Investment Grade Release Event and from and after an Investment Grade Release Event no Subsidiary of the rights and obligations and restrictions imposed upon the other Guarantors Borrower shall be required to become a Guarantor under this Agreement, in each case only so long as such Subsidiary (i) is not required by the same terms of any other Senior Financing Transaction to become a guarantor or borrower of any of the obligations under such other Senior Financing Transaction and (ii) has not become a guarantor or borrower in all respects as if the New Guarantor had been an Original Guarantor.respect of any other Senior Financing Transaction. ARTICLE VI

New Guarantors. The Parent Guarantor Issuer covenants and agrees that if any Subsidiary of the Parent Guarantor Issuer that is not a Guarantor becomes a Relevant Guarantor, then within 30 days of such Subsidiary becoming a Relevant Guarantor, the Parent Guarantor Issuer 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. 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 10101011, 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. (a) The Parent 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 covenants and agrees 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 if 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 or leased 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 Parent Guarantor that is Borrower which owned or leased such Hotel Property, but not a Guarantor becomes a Relevant Guarantorany other Unencumbered Property, then within 30 days of shall be released by the Administrative Agent from 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 GuarantorSubsidiary’s Guarantee may contain any limitation required obligations under the laws of Guaranty upon such time that the jurisdiction in which it is organized, or which are substantially similar to Borrower provides 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, Administrative Agent with (i) the rights and obligations of a written request for 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 release and (ii) a Compliance Certificate evidencing pro forma compliance with Article VII hereof. (c) The provisions of Section 5.09(a) and (b) shall only apply prior to an Investment Grade Release Event and from and after an Investment Grade Release Event no Subsidiary of the rights and obligations and restrictions imposed upon the other Guarantors Borrower shall be required to become a Guarantor under this Agreement, in each case only so long as such Subsidiary (i) is not required by the same terms of any other Senior Financing Transaction to become a guarantor or borrower of any of the obligations under such other Senior Financing Transaction and (ii) has not become a guarantor or borrower in all respects as if the New Guarantor had been an Original Guarantorrespect of any other Senior Financing Transaction.

New Guarantors. The Parent Guarantor covenants and agrees that if (a) If any Person (other than an Excluded Subsidiary) becomes a Material Subsidiary after the Effective Date, the Borrower shall deliver to the Agent each of the Parent Guarantor that is not a Guarantor becomes a Relevant Guarantorfollowing items, 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 each in form 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 substance satisfactory 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, Agent: (i) an Accession Agreement in the rights and obligations of form attached as Exhibit A to the Guaranty, executed by 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 Subsidiary, and (ii) the rights items that would have been delivered under Section 3.2 if such Subsidiary had been a Guarantor on the Effective Date. Delivery of the foregoing items shall be made by the Borrower (x) in the case of any Subsidiary that has become a Material Subsidiary pursuant to any acquisition or formation, or as a result of such Subsidiary ceasing to have the characteristics of an Excluded Subsidiary (as provided in the definition of such term), within thirty (30) days after such acquisition, formation, or cessation, as the case may be, and obligations (y) in the case of any existing Subsidiary obtaining the minimum Total Asset Value for a Material Subsidiary during any fiscal quarter, at the time that the quarterly Officer’s Certificate is required to be delivered to the Agent in respect of such fiscal quarter (except in the case of the fourth fiscal quarter, in which case such items shall be delivered within one hundred (100) days after the end of such fiscal quarter). The Borrower shall send to the Agent copies of each of the foregoing items once the Borrower has received all such items with respect to a Material Subsidiary. (b) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by executing and restrictions imposed delivering to the Agent the items required to be delivered under the immediately preceding subsection (a). (c) The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor (x) qualifies, or will qualify simultaneously with its release from the Guaranty, as an Excluded Subsidiary pursuant to the definition of such term, or (y) has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary or Material Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default, shall then be in existence or would occur as a result of such release; (iv) the representations and warranties made or deemed made by the Borrower and each other Obligor in the Credit Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Credit Documents; and (v) the Agent shall have received such written request at least ten (10) days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Agent agrees to furnish to the Borrower, upon the Borrower’s written request and at the Borrower’s sole cost and expense, any release, termination, or other Guarantors shall agreement or document evidencing the foregoing release as may be reasonably requested by the same in all respects as if the New Guarantor had been an Original GuarantorBorrower.

New Guarantors. (a) The Parent 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 covenants and agrees 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 if 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 or leased by such Person is included as an Unencumbered Property hereunder. Within 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 Parent Guarantor that is Borrower which directly or indirectly owned or leased such Hotel Property, but not a Guarantor becomes a Relevant Guarantorany other Unencumbered Property, then within 30 days of shall be automatically released from 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 GuarantorSubsidiary’s Guarantee may contain any limitation required obligations under the laws of Guaranty upon such time that the jurisdiction in which it is organized, or which are substantially similar to Borrower provides 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, Administrative Agent with (i) the rights and obligations a written notice 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 event and (ii) a Compliance Certificate evidencing pro forma compliance with Article VII. The Administrative Agent shall, upon request from the rights Borrower and obligations at the Borrower’s sole cost and restrictions imposed upon expense, promptly execute and deliver documentation in form reasonably satisfactory to the other Guarantors Administrative Agent confirming such release. (c) The provisions of Section 5.09(a) and (b) shall only apply prior to an Investment Grade Release Event and from and after an Investment Grade Release Event no Subsidiary of the Borrower shall be required to become a Guarantor under this Agreement (except as provided in Section 5.10 hereof) in each case only so long as such Subsidiary (i) is not required by the same terms of any other Senior Financing Transaction to become a guarantor or borrower of any of the obligations under such other Senior Financing Transaction and (ii) is not a guarantor or borrower in all respects as if the New Guarantor had been an Original Guarantorrespect of any other Senior Financing Transaction.

New Guarantors. The Parent Guarantor covenants and agrees that if (a) If any Person (other than an Excluded Subsidiary) becomes a Material Subsidiary after the Effective Date, the Borrower shall deliver to the Agent each of the Parent Guarantor that is not a Guarantor becomes a Relevant Guarantorfollowing items, 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 each in form 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 substance satisfactory 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, Agent: (i) an Accession Agreement in the rights and obligations of form attached as Exhibit A to the Guaranty, executed by 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 Subsidiary, and (ii) the rights items that would have been delivered under Section 3.2 if such Subsidiary had been a Guarantor on the Effective Date. Delivery of the foregoing items shall be made by the Borrower (x) in the case of any Subsidiary that has become a Material Subsidiary pursuant to any acquisition or formation, or as a result of such Subsidiary ceasing to have the characteristics of an Excluded Subsidiary (as provided in the definition of such term), within thirty (30) days after such acquisition, formation, or cessation, as the case may be, and obligations (y) in the case of any existing Subsidiary obtaining the minimum Total Asset Value for a Material Subsidiary during any fiscal quarter, at the time that the quarterly Officer's Certificate is required to be delivered to the Agent in respect of such fiscal quarter (except in the case of the fourth fiscal quarter, in which case such items shall be delivered within one hundred (100) days after the end of such fiscal quarter). The Borrower shall send to the Agent copies of each of the foregoing items once the Borrower has received all such items with respect to a Material Subsidiary. (b) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by executing and restrictions imposed delivering to the Agent the items required to be delivered under the immediately preceding subsection (a). (c) The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor (x) qualifies, or will qualify simultaneously with its release from the Guaranty, as an Excluded Subsidiary pursuant to the definition of such term, or (y) has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary or Material Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default, shall then be in existence or would occur as a result of such release; (iv) the representations and warranties made or deemed made by the Borrower and each other Obligor in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Agent shall have received such written request at least ten (10) days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Agent agrees to furnish to the Borrower, upon the Borrower's written request and at the Borrower's sole cost and expense, any release, termination, or other Guarantors shall agreement or document evidencing the foregoing release as may be reasonably requested by the same in all respects as if the New Guarantor had been an Original GuarantorBorrower.

New Guarantors. The Parent Guarantor covenants and agrees that if any Borrower will cause each Material Domestic Subsidiary of created, acquired or otherwise existing on or after the Parent Guarantor that is not Closing Date to immediately become a Guarantor becomes a Relevant Guarantor, then within 30 days of such Subsidiary becoming a Relevant Guarantor, the Parent Guarantor and shall cause such Relevant Subsidiary to execute and deliver to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, (a) a Guaranty, and (b) further Security Documents or other instruments and documents as the Administrative Agent may require in order to grant to the Administrative Agent a first priority perfected security interest in certain of such Domestic Subsidiary's assets (PROVIDED, to the extent such Material Domestic Subsidiary directly owns a Material Foreign Subsidiary, such Material Domestic Subsidiary shall only be required to pledge 65% of the capital stock of such Material Foreign Subsidiary and, PROVIDED, FURTHER, that the collateral subject to such security interest shall not be more extensive in scope than the collateral pledged by the Borrower), together with legal opinions in form and substance satisfactory to the Administrative Agent to be delivered to the Administrative Agent and the Lenders 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. In addition, the Borrower will not at any time permit the aggregate assets of the Insignificant Domestic Subsidiaries which are not Guarantors to exceed five percent (5%) of the Borrower and its Subsidiaries consolidated assets and, in addition, the Borrower also agrees to be bound by the provisions of ss.8.18 hereof. The Borrower shall require certain Insignificant Domestic Subsidiaries to become Guarantors hereunder to the extent necessary to comply at all times with the preceding sentence, and such Subsidiary shall remain a Guarantor hereunder and, in addition, the Borrower shall, to also the extent required by ss.8.18, require any Foreign Subsidiary to become a Subsidiary Guarantor (each, a “New Guarantor”) hereunder and pledge the Capital Stock 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 GuarantorMaterial Foreign Subsidiary.

New Guarantors. The Parent Guarantor covenants and agrees that if (a) If any Person (other than an Excluded Subsidiary) becomes a Material Subsidiary after the Effective Date of this Agreement, the Borrower shall deliver to the Agent each of the Parent Guarantor that is not a Guarantor becomes a Relevant Guarantorfollowing items, 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 each in form 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 substance satisfactory 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, Agent: (i) an Accession Agreement in the rights and obligations of form attached as Exhibit A to the Guaranty, executed by 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 Subsidiary, and (ii) the rights items that would have been delivered under Section 3.2 if such Subsidiary had been a Guarantor on the Effective Date of this Agreement. Delivery of the foregoing items shall be made by the Borrower (x) in the case of any Subsidiary that has become a Material Subsidiary pursuant to any acquisition or formation, or as a result of such Subsidiary ceasing to have the characteristics of an Excluded Subsidiary (as provided in the definition of such term), within thirty (30) days after such acquisition, formation, or cessation, as the case may be, and obligations (y) in the case of any existing Subsidiary obtaining the minimum Total Asset Value for a Material Subsidiary during any fiscal quarter, at the time that the quarterly Officer's Certificate is required to be delivered to the Agent in respect of such fiscal quarter (except in the case of the fourth fiscal quarter, in which case such items shall be delivered within one hundred (100) days after the end of such fiscal quarter). The Borrower shall send to the Agent copies of each of the foregoing items once the Borrower has received all such items with respect to a Material Subsidiary. (b) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by executing and restrictions imposed delivering to the Agent the items required to be delivered under the immediately preceding subsection (a). (c) The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor (x) qualifies, or will qualify simultaneously with its release from the Guaranty, as an Excluded Subsidiary pursuant to the definition of such term, or (y) has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary or Material Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default, shall then be in existence or would occur as a result of such release; (iv) the representations and warranties made or deemed made by the Borrower and each other Obligor in the Credit Documents to which any of them is a party, shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Credit Documents; and (v) the Agent shall have received such written request at least ten (10) days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Agent agrees to furnish to the Borrower, upon the Borrower's written request and at the Borrower's sole cost and expense, any release, termination, or other Guarantors shall agreement or document evidencing the foregoing release as may be reasonably requested by the same in all respects as if the New Guarantor had been an Original GuarantorBorrower.

New Guarantors. The Parent Upon the occurrence of a New Guaranty Event, the Company shall, as soon as practicable but in any event within fifteen (15) calendar days following such event, cause to be delivered to the Noteholders by each Required New Guarantor covenants and agrees resulting from such New Guaranty Event (or other applicable Person) (provided that if any Subsidiary the obligation of the Parent Company with respect to clause (vii) below shall be to use commercially reasonable efforts to provide the information described therein): (i) A guarantor accession to the Subordinated Guaranty, substantially in the form of Exhibit A to the Subordinated Guaranty, duly executed by such Required New Guarantor; (ii) a written legal opinion of counsel to the Required New Guarantor addressed to the Noteholders in form and substance satisfactory to the Required Noteholders and their counsel, which shall cover such matters relating to such Required New Guarantor and New Guaranty Event incident to the transactions contemplated by this Agreement and this Section 7.4 and the other Note Documents as set forth in the legal opinion of counsel delivered to the Lenders on the Closing Date; (a) a copy of the certificate of incorporation (or other charter documents) of such Required New Guarantor certified as of a date that is not a Guarantor becomes a Relevant Guarantor, then within 30 days acceptable to the Required Noteholders by the applicable Governmental Authority of the jurisdiction of incorporation or organization 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 Required New Guarantor, (b) a copy of the Issuer and the Trustee delivering a bylaws or similar organizational document of such Required New Guarantor Supplemental Indenture within certified on behalf of such 30 daysRequired New Guarantor as of a date that is acceptable to the Required Noteholders by the corporate secretary or assistant secretary of such Required New Guarantor, (c) an original certificate of good standing for such Required New Guarantor issued by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Required New Guarantor and (d) copies of the resolutions of the Board of Directors and, if required, stockholders or other equity owners of such Required New Guarantor authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to clause (i) above, certified on behalf of such Required New Guarantor by an Authorized Officer of such Required New Guarantor, all in form and substance reasonably acceptable to the Required Noteholders; (iv) a report of Uniform Commercial Code financing statement, tax and judgment lien searches performed against such Required New Guarantor in each jurisdiction in which such Required New Guarantor is incorporated or organized, has a place of business or keeps any material property, which report shall show no Liens on such property (other than Permitted Liens); (v) a certificate on behalf of such Required New Guarantor of the corporate secretary or assistant secretary of such Required New Guarantor as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to clause (i) above; (vi) a Solvency Certificate for such Required New Guarantor addressed to the Lenders dated as of the New Guaranty Event; (vii) copies of all such other information as shall have been provided that by or on behalf of the Required New Guarantor to any holder of Senior Indebtedness in connection with such Required New Guarantor’s Guarantee may contain any limitation required under guarantee of Senior Indebtedness; (viii) evidence reasonably satisfactory to the laws Required Noteholders that no Default or Event of Default shall exist immediately before or after such New Guaranty Event or be caused thereby; and (ix) certificate executed on behalf of the jurisdiction in Company and such Required New Guarantor by an Authorized Officer of each of the Company and such Required New Guarantor, which it is organized, or which are substantially similar to the limitations contained in such other new guarantees given shall constitute a representation and warranty by the Company and such Required New Guarantor in relation to as of 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 date of such New Guarantor and the restrictions imposed upon it under Guaranty Event that all conditions contained in this Indenture shall be the same in all respects as if Agreement to the New Guarantor had Guaranty Event have 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 Guarantorsatisfied.

New Guarantors. The Parent Guarantor covenants and agrees that if (a) Upon the occurrence of a New Guaranty Event, Borrower shall, as soon as practicable but in any Subsidiary of the Parent Guarantor that is not a Guarantor becomes a Relevant Guarantor, then event within 30 thirty (30) calendar days of such Subsidiary becoming a Relevant Guarantorevent, the Parent cause to be delivered to Lender and filed and recorded, as applicable, by each Required New Guarantor shall cause resulting from such Relevant Guarantor to also become New Guaranty Event: (i) a Subsidiary Guarantor (eachGuaranty and a Subsidiary Security Agreement and such other Security Documents, a “agreements and instruments as required by Lender, each duly executed by such Required New Guarantor”; (ii) an opinion of counsel to the Required New Guarantor addressed to Lender in form and substance satisfactory to Lender and its counsel, which shall cover such matters incident to the transactions contemplated by this Agreement and this SECTION 6.12 and the other Loan Documents as Lender and its counsel may reasonably require; (a) a copy of the certificate of incorporation (or other charter documents) of all amounts due and owing on such Required New Guarantor certified as of a date that is acceptable to Lender by the Outstanding Securities by having applicable Governmental Authority of the jurisdiction of incorporation or organization of such Required New Guarantor, (ii) a copy of the Issuer and the Trustee delivering a bylaws or similar organizational document of such Required New Guarantor Supplemental Indenture within certified as of a date that is acceptable to Lender by the corporate secretary or assistant secretary of such 30 days, provided that such Required New Guarantor’s Guarantee may contain any limitation required under , (iii) an original certificate of good standing for such Required New Guarantor issued by the laws applicable Governmental Authority of the jurisdiction of incorporation or organization of such Required New Guarantor and of every other jurisdiction in which it is organizedsuch Required New Guarantor has an office or conducts business and (iv) copies of the resolutions of the Board of Directors and, if required, stockholders or which are substantially similar other equity owners of such Required New Guarantor authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to the limitations contained clause (i) above, certified by an Authorized Officer of such Required New Guarantor, all in form and substance acceptable to Lender; (iv) (a) a report of UCC financing statement, tax and judgment lien searches performed against such other new guarantees given by the Required New Guarantor in relation to the Specified Indebtedness giving rise to its status as a Relevant Guarantor. Upon execution and delivery by the each jurisdiction in which such Required New Guarantor has a place of its New Guarantor Supplemental Indenture business or keeps any Collateral as that term is defined in the Subsidiary Security Agreement and any other documents provided for Security Document executed by such Required New Guarantor, and such report shall show no Liens on such Collateral (other than Permitted Liens), and (b) each document reasonably requested by Lender to be filed or recorded in this Section 1010order to create, the in favor of Lender, a perfected first priority security interest in or Lien upon such Collateral owned by such Required New Guarantor shall have been properly filed or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, all in form and substance acceptable to Lender in its sole discretion, and (c) an acknowledgement copy, or other evidence satisfactory to Lender, of each such filing or recordation and satisfactory evidence of the payment by Borrower of any necessary fee, tax or expense relating thereto; (v) a certificate of the corporate secretary or assistant secretary of such Required New Guarantor as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to clause (i) above; (vi) a Solvency Certificate for such Required New Guarantor in form and substance satisfactory to Lender; APS - TERM LOAN EXECUTION COPY (vii) the certificates evidencing the stock, securities or other equity or ownership interests constituting Borrower's or a Subsidiary's ownership of such Required New Guarantor together with duly executed stock powers in blank affixed thereto pursuant to the terms of the Stock Pledge Agreement and, if necessary, the Stock Pledge Agreement or shall be amended and executed by the relevant Subsidiary to reflect the pledge thereof; and (viii) an amendment to SCHEDULES 5.26A AND 5.26B solely to add places of business, offices and locations of Collateral for such Required New Guarantor; (ix) updated SCHEDULES 5.26A and 5.26B solely with respect to places of business, offices and locations of Collateral for such Required New Guarantor (which updated information shall constitute an amendment of such schedules but which will not require the consent of Lender); and (x) a certificate executed by an Authorized Officer of Borrower and such Required New Guarantor, constituting a representation and warranty by Borrower and such Required New Guarantor as of the date of such New Guaranty Event that all conditions contained in this Agreement to the New Guaranty Event have been satisfied. (b) As a condition precedent to the consummation of any New Guaranty Event, each of the provisions of SECTIONS 4.2(b), (c), (d), (f), (g), (i) AND (K) shall be satisfied, PROVIDED that for the purposes of this Indenture subparagraph, references in such sections to (and a) the Borrowing Date shall be deemed to be added references to the list date of Guarantors contained in Schedule 1 hereto) and for purposes consummation of all amounts due and owing on all Outstanding Securities. In connection therewiththe New Guaranty Event, (ib) the rights and obligations of such New Guarantor and Closing or the restrictions imposed upon it under this Indenture additional funding shall be deemed to be references to the same in all respects as if consummation of the New Guarantor had been an Original Guarantor Guaranty Event, and (iic) the rights and obligations and restrictions imposed upon the other Guarantors Guarantor shall be deemed to be references to the same in all respects as if the Required New Guarantor had been an Original Guarantor.:

New Guarantors. (a) The Parent will cause each Material Domestic Subsidiary created, acquired or otherwise existing on or after the Closing Date (other than the Domestic Borrower) to immediately become a Guarantor covenants hereunder and agrees that if shall cause such Subsidiary to execute and deliver to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a Guaranty and certified copies of such Subsidiary's Governing Documents, together with legal opinions in form and substance satisfactory to the Administrative Agent opining as to authorization, validity and enforceability of such Guaranty. In addition, the Borrower will not at any time permit either (a) the aggregate revenue generated by all Domestic Subsidiaries which are not Guarantors to exceed an amount equal to five percent (5%) of the consolidated aggregate revenues generated by the Parent and its Subsidiaries for the period of four (4) consecutive fiscal quarters most recently ended, or (b) the aggregate book value of the assets of all Domestic Subsidiaries which are not Guarantors to exceed five percent (5%) of the then current book value of all the assets of the Parent and its Subsidiaries. The Borrower shall require certain Domestic Subsidiaries which are not Guarantors to become Guarantors hereunder to the extent necessary to comply at all times with this clause (a), and such Subsidiary shall remain a Guarantor hereunder. (b) To the extent requested by the Administrative Agent and to the extent legally permissible, the Parent will cause any Foreign Subsidiary which is not otherwise a Guarantor to become a Guarantor hereunder, and to execute and deliver to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a Guaranty and certified copies of such Foreign Subsidiary's Governing Documents, together with legal opinions in form and substance satisfactory to the Administrative Agent opining as to authorization, validity and enforceability of such Guaranty. In addition, to the extent any Foreign Subsidiary of the Parent becomes a Foreign Guarantor that is not after the Closing Date pursuant to an Election Request, such Foreign Subsidiary shall execute and deliver to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a Guaranty and certified copies of such Foreign Subsidiary's Governing Documents, together with legal opinions in form and substance reasonably satisfactory to the Administrative Agent opining as to authorization, validity and enforceability of such Guaranty. (c) The Parent shall provide the Administrative Agent and the Lenders with an updated Schedule 2 at the time any Person becomes 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 Guarantorhereunder.

New Guarantors. The Parent Guarantor covenants and agrees that if any Borrower will cause each Material Subsidiary of the Parent Guarantor that is not a Domestic Subsidiary created, acquired or otherwise coming into existence on or after the Closing Date (a “New Domestic Subsidiary”) involving a Minimum Investment by Borrower, whether at the time of formation or thereafter, (a “Special Material Subsidiary”) promptly (and in any event within fifteen (15) Business Days after such New Domestic Subsidiary shall become a Special Material Subsidiary) to become a Guarantor becomes a Relevant Guarantor, then within 30 days of such Subsidiary becoming a Relevant Guarantor, the Parent Guarantor hereunder and shall cause such Relevant Guarantor Special Material Subsidiary to also become a Subsidiary Guarantor (eachexecute and deliver to the Lender, a “New Guarantor”) Guaranty and certified copies of all amounts due such Special Material Subsidiary’s Governing Documents, together with, if requested by the Lender, legal opinions in form 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 substance reasonably satisfactory to the limitations contained in Lender opining as to authorization, validity and enforceability of such other new guarantees given by the New Guarantor in relation to the Specified Indebtedness giving rise to its status as a Relevant GuarantorGuaranty. 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 For purposes of this Indenture (section, “Minimum Investment” shall mean an Investment in excess of $10,000,000. At such time the Borrower shall also pledge the stock of each new Special Material Subsidiary by executing and delivering a Stock Pledge Agreement with respect to the stock of such new Special Material Subsidiary to the extent such would have been required pursuant to §6.1 if such Subsidiary had been a Material Subsidiary as of the Closing Date. The foregoing notwithstanding, the Borrower’s aggregate Investments in New Domestic Subsidiaries that shall not individually be deemed Special Material Subsidiaries shall not exceed $20,000,000 (the “Special Limit”), provided, that if such Investments shall exceed the Special Limit, the Borrower shall promptly designate such additional New Domestic Subsidiaries to be added deemed “Special Material Subsidiaries” as necessary in order to adhere 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 GuarantorSpecial Limit.