New Subsidiary Guarantor. (a) In accordance with the provisions of Section 10.3 of the Securities Purchase Agreement, FAA Woodland Hills VW, Inc., a California corporation (the "New Subsidiary"), is hereby joined as a party to the Securities Purchase --------------- Agreement and agrees that by its execution hereof (i) it shall be deemed to have executed the Securities Purchase Agreement, and is a Guarantor thereunder for all purposes thereof, (ii) it hereby makes the Subsidiary Guaranty contained in the Securities Purchase Agreement, and undertakes, covenants and agrees to all of the obligations, agreements, waivers and other provisions under the Securities Purchase Agreement as a Guarantor thereunder and (iii) it hereby affirms and makes all of the representations and warranties made by each Guarantor under the Securities Purchase Agreement. All references in the Securities Purchase Agreement and in the Notes to a Guarantor shall hereafter include the New Subsidiary.
(b) For value received, the New Subsidiary hereby unconditionally guarantees to the Holders of the Notes (i) the due and punctual payment, on the basis set forth in the Securities Purchase Agreement pursuant to which the Notes and this guaranty were issued, of the principal of, premium (if any) and interest on such Notes when and as the same shall become due and payable for any reason according to the terms of such Notes and Section 10 of the Securities Purchase Agreement, and (ii) that all other obligations of the Company under the Securities Purchase Agreement or the Notes will be promptly paid in full or performed in accordance with the terms of the Securities Purchase Agreement and the Notes.
(c) Each of the Company and each of its Subsidiaries (including without limitation the New Subsidiary) hereby acknowledges that its execution of this Amendment satisfies the requirements of and constitutes compliance with the terms of Section 10 of the Securities Purchase Agreement (including without limitation Section 10.3 thereof).
(d) Each of the Company and each of its Subsidiaries (including without limitation the New Subsidiary) hereby represents and warrants to the Holders that this Amendment has been duly authorized, executed and delivered, by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
New Subsidiary Guarantor. By executing this Second Supplemental Indenture and the Note Guarantee referred to in Section 1.2 hereof, VeraSun Hxxxxxx, LLC, a Delaware limited liability company (“VeraSun Hxxxxxx”), hereby agrees to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article XII of the Indenture and the Note Guarantee.
New Subsidiary Guarantor. By executing this Third Supplemental Indenture and the Note Guarantees referred to in Section 1.2 hereof, each of VeraSun Granite City, LLC, a Delaware limited liability company (“VeraSun Granite City”) and VeraSun Rxxxxxxx, LLC, a Delaware limited liability company (“VeraSun Rxxxxxxx”), hereby agrees to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article XII of the Indenture and the Note Guarantees.
New Subsidiary Guarantor. Equinox Resources Inc. hereby agrees to become a "Subsidiary Guarantor" under the Credit Agreement and agrees to be bound by all terms and conditions set forth in Article VIA of the Credit Agreement and all other provisions of the Credit Agreement applicable to Subsidiary Guarantors as if it were an original signatory to the Credit Agreement.
New Subsidiary Guarantor. By executing this Fourth Supplemental Indenture and the Note Guarantees referred to in Section 1.2 hereof, VeraSun Biodiesel, LLC, a Delaware limited liability company (“VeraSun Biodiesel”), hereby agrees to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article XII of the Indenture and the Note Guarantees.
New Subsidiary Guarantor. Effective as of January 14, 1997 (the date of incorporation of Xxxxxx and Xxxxx Online, Inc. ("Online")), Online shall be a Subsidiary Guarantor and an Obligor under the Credit Agreement and each other Basic Document, and shall assume all obligations of a Subsidiary Guarantor and Obligor under the Credit Agreement and each other Basic Document.
New Subsidiary Guarantor. The New Subsidiary Guarantor hereby agrees to guarantee, as primary obligor and not merely as a surety, to each Holder of the Securities and to the Trustee, the Obligations of the Issuer under the Original Indenture and the First Supplemental Indenture, in each case to the extent and on the terms and conditions set forth therein.
New Subsidiary Guarantor. (i) A Guarantee Assumption Agreement duly executed and delivered by ISP Microcaps (U.S.) LLC (the "New Subsidiary Guarantor") and (ii) evidence that the New Subsidiary Guarantor shall have taken such action as shall be necessary or (in the opinion of the Administrative Agent) reasonably desirable to create and perfect a valid and enforceable security interest granted by such New Subsidiary Guarantor under the Pledge and Security Agreement (including delivering financing statements in such form as is necessary or desirable to file, record or register, as applicable).
New Subsidiary Guarantor. Cause any Subsidiary to become a Subsidiary Guarantor and execute and deliver to the Administrative Agent a Guarantee Agreement under this Agreement if such Subsidiary (i) guarantees (and only during such time such Subsidiary guarantees) any debt or other obligations of the Borrower or any Subsidiary borrower under the Existing Revolving Credit Agreement (or any replacement or refinancing thereof) or (ii) guarantees (and only during such time such Subsidiary guarantees) any debt of the Borrower incurred in connection with a Capital Markets Transaction; provided that any Guarantee Agreement or guarantee provided by such Subsidiary pursuant to this Section 5.9 shall be automatically terminated (and such Subsidiary shall be automatically released from such guarantee and any obligations thereunder) upon the termination or release of the guarantee by such Subsidiary of any debt or obligations of the Borrower or any Subsidiary borrower under the Existing Revolving Credit Agreement (or any replacement or refinancing thereof, as applicable) or of any debt of the Borrower incurred in connection with a Capital Markets Transaction, as applicable and in each case, without further action by such Subsidiary, the Borrower, any Lender or the Administrative Agent.
New Subsidiary Guarantor. Subject to Section 5 hereof, each of the parties hereto, by its signature below, hereby agrees that, from and after the date hereof, TLC Properties II, Inc. is and shall be a Restricted Subsidiary and a party to, and a Subsidiary Guarantor under, the Credit Agreement.
