Future Guarantees. The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Seventh Supplemental Indenture with respect to payment and performance of the Series J Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series J Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J Notes required hereby or (B) subordinated in right of payment to the Series J Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series J Notes shall be automatically released.
Appears in 1 contract
Sources: Seventh Supplemental Indenture (Host Hotels & Resorts L.P.)
Future Guarantees. The Company shall Notes will not be Guaranteed by any of the Issuers’ Subsidiaries on the Closing Date. After the Closing Date, Wise Intermediate Holdings will cause each Restricted Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereofother than ▇▇▇▇▇) that subsequent to the date hereof guarantees Guarantees any Indebtedness of the Company either Issuer (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Seventh Supplemental Indenture with respect to payment and performance of the Series J Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors. Within 60 within ten business days of the date of on which such occurrence, Restricted Subsidiary Guarantees such Future Subsidiary Guarantor shall Guaranteed Indebtedness to execute or and deliver to the Trustee a supplemental indenture making in the form of Exhibit B pursuant to which such Future Restricted Subsidiary Guarantor will unconditionally Guarantee, on a party to joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture for such purposeon the terms and conditions as set forth in this Indenture. If the Guaranteed Indebtedness is (Ai) pari passu in right of payment with the Series J Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J Notes required hereby Subsidiary Guarantee or (Bii) subordinated in right of payment to the Series J Notes, then the guarantee Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J Notes required hereby Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series J Notes shall be automatically released.
Appears in 1 contract
Sources: Indenture (Constellium N.V.)
Future Guarantees. The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Seventh Sixth Supplemental Indenture with respect to payment and performance of the Series J I Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series J I Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J I Notes required hereby or (B) subordinated in right of payment to the Series J I Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J I Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J I Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series J I Notes shall be automatically released.
Appears in 1 contract
Sources: Supplemental Indenture (Host Hotels & Resorts L.P.)
Future Guarantees. The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Seventh Fifth Supplemental Indenture with respect to payment and performance of the Series J H Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series J H Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J H Notes required hereby or (B) subordinated in right of payment to the Series J H Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J H Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J H Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series J H Notes shall be automatically released.
Appears in 1 contract
Sources: Supplemental Indenture (Host Hotels & Resorts L.P.)
Future Guarantees. The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Seventh Eleventh Supplemental Indenture with respect to payment and performance of the Series J N Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors; provided that this Section 3.02 shall no longer apply upon the elimination of the future guarantees covenant from all of the outstanding Pre-Series K Senior Notes (including upon redemption or repayment in full) and from the Credit Facility. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. If To the extent this Section 3.02 is applicable, if the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series J N Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J N Notes required hereby or (B) subordinated in right of payment to the Series J N Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J N Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J N Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, or the termination of this Section 3.02 in accordance with the proviso to the first sentence hereof, such Future Subsidiary Guarantor’s guarantee of the Series J N Notes shall be automatically released.
Appears in 1 contract
Sources: Supplemental Indenture (Host Hotels & Resorts L.P.)
Future Guarantees. (a) The Company Borrower shall cause each any Domestic Subsidiary (including each Subsidiary of the Borrower that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness under the First Lien Credit Agreement or Second Lien Notes or any other Indebtedness of the Company Borrower or a Subsidiary Guarantor (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations Indebtedness under the Indenture and this Seventh Supplemental Indenture with respect to payment and performance of the Series J Notes to the same extent that Agreement within thirty (30) calendar days after so guaranteeing such Guaranteed Indebtedness and such Domestic Subsidiary shall execute and deliver a joinder to this Agreement providing for a Guaranty by such Restricted Subsidiary. The Borrower may elect, in its sole discretion, to cause any Subsidiary that is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such occurrence, such Future not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor, in which case such Subsidiary shall execute or deliver not be required to comply with the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. thirty (30) calendar day period described above.
(b) If the Guaranteed Indebtedness is Indebtedness:
(Ai) pari passu ranks equally with the Loans (or the applicable Guaranty) in right of payment with the Series J Notespayment, then the guarantee of such Guaranteed Indebtedness shall be pari passu rank equally with, or subordinate to the Guaranty issued pursuant to this Section 6.03 in right of payment with, or subordinated in right of payment to, the guarantee of the Series J Notes required hereby or payment; or
(Bii) is subordinated in right of payment to the Series J NotesLoans (or the applicable Guaranty), then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J Notes required hereby Guaranty issued pursuant to Section 6.03 at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J Notes. Upon Loans (or the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series J Notes shall be automatically releasedapplicable Guaranty).
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Quality Care Properties, Inc.)
Future Guarantees. The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Seventh Third Supplemental Indenture with respect to payment and performance of the Series J G Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series J G Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J G Notes required hereby or (B) subordinated in right of payment to the Series J G Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J G Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J G Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series J G Notes shall be automatically released.
Appears in 1 contract
Sources: Third Supplemental Indenture (Host Hotels & Resorts, Inc.)
Future Guarantees. The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Seventh First Supplemental Indenture with respect to payment and performance of the Series J E Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series J E Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J E Notes required hereby or (B) subordinated in right of payment to the Series J E Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J E Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J E Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series J E Notes shall be automatically released.
Appears in 1 contract
Sources: First Supplemental Indenture (Host Hotels & Resorts L.P.)
Future Guarantees. The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Seventh Second Supplemental Indenture with respect to payment and performance of the Series J F Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series J F Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J F Notes required hereby or (B) subordinated in right of payment to the Series J F Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J F Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J F Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, such Future Subsidiary Guarantor’s guarantee of the Series J F Notes shall be automatically released.
Appears in 1 contract
Sources: Second Supplemental Indenture (Host Hotels & Resorts L.P.)
Future Guarantees. The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any Indebtedness of the Company (hereinafter such Subsidiary, a “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Seventh Eighth Supplemental Indenture with respect to payment and performance of the Series J K Notes to the same extent that such Guaranteed Indebtedness is guaranteed by the Future Subsidiary Guarantors; provided that this Section 3.02 shall no longer apply upon the elimination of the future guarantees covenant from all of the outstanding Existing Senior Notes (including upon redemption or repayment in full) and from the Credit Facility. Within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute or deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to the Indenture for such purpose. If To the extent this Section 3.02 is applicable, if the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series J K Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the guarantee of the Series J K Notes required hereby or (B) subordinated in right of payment to the Series J K Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series J K Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series J K Notes. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, or the termination of this Section 3.02 in accordance with the proviso to the first sentence hereof, such Future Subsidiary Guarantor’s guarantee of the Series J K Notes shall be automatically released.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Host Hotels & Resorts L.P.)