Common use of New Guarantors Clause in Contracts

New Guarantors. Borrower will cause each new Subsidiary (other -------------- than a Subsidiary organized or incorporated outside the United States of America), whether hereafter created or acquired by Borrower or a Subsidiary pursuant to Section 6.13, to execute and deliver to the Agent a Guaranty. Such Guaranty shall be executed and delivered within thirty (30) days of the initial capitalization or Acquisition of such Subsidiary but in any event not later than the date Borrower obtains an Advance hereunder to be used in connection with, or related to, such capitalization or Acquisition or otherwise used in connection with such new Subsidiary's business. With delivery to the Agent of such Guaranty, Borrower shall also furnish, or cause to be furnished, to the Agent (a) copies of the certificate or articles of incorporation of such Guarantor, together with all amendments, and a certificate of good standing or existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (b) copies, certified by the Secretary or Assistant Secretary of such Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution of the Guaranty; (c) an incumbency certificate, executed by the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty; and (d) a favorable written opinion of such Guarantor's counsel, addressed to the Agent in a form acceptable to the Agent, opining (i) as to such Guarantor's existence, (ii) as to such Guarantor's authorization to execute the Guaranty, (iii) as to the enforceability of the Guaranty, and (iv) that the execution and performance of the Guaranty will not conflict with or result in a breach under any material contract, indenture, instrument or other agreement by which such Guarantor is bound or to which it is party.

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 each new Subsidiary (other -------------- than a Subsidiary organized or incorporated outside the United States of America), whether hereafter created or acquired by Borrower or a Subsidiary pursuant such Person to Section 6.13, to execute and deliver to the Administrative Agent a Guaranty. Such Guaranty shall be executed and delivered within thirty (30i) days of the initial capitalization or Acquisition of such Subsidiary but in any event not later than the date Borrower obtains an Advance hereunder to be used in connection with, or related to, such capitalization or Acquisition or otherwise used in connection with such new Subsidiary's business. With delivery to the Agent of such Guaranty, Borrower shall also furnish, or cause to be furnished, to the Agent either (a) copies of the certificate an original Guaranty and Environmental Indemnity executed by such Person or articles of incorporation of such Guarantor, together with all amendments, and a certificate of good standing or existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (b) copiesan Accession Agreement executed by such Person, certified 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 Secretary or Assistant Secretary of Administrative Agent from such Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing Subsidiary's obligations under the execution of Guaranty upon such time that the Guaranty; (c) an incumbency certificate, executed by Borrower provides the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty; and (d) a favorable written opinion of such Guarantor's counsel, addressed to the Administrative Agent in a form acceptable to the Agent, opining with (i) as to a written request for such Guarantor's existence, release and (ii) as to such Guarantor's authorization to execute the Guaranty, (iii) as to the enforceability of the Guaranty, and (iv) that the execution and performance of the Guaranty will not conflict a Compliance Certificate evidencing pro forma compliance with or result in a breach under any material contract, indenture, instrument or other agreement by which such Guarantor is bound or to which it is partyArticle VII hereof.

New Guarantors. 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 each new Subsidiary (other -------------- than a Subsidiary organized or incorporated outside the United States of America), whether hereafter created or acquired by Borrower or a Subsidiary pursuant such Person to Section 6.13, to execute and deliver to the Administrative Agent a Guaranty. Such Guaranty shall be executed and delivered within thirty (30i) days of the initial capitalization or Acquisition of such Subsidiary but in any event not later than the date Borrower obtains an Advance hereunder to be used in connection with, or related to, such capitalization or Acquisition or otherwise used in connection with such new Subsidiary's business. With delivery to the Agent of such Guaranty, Borrower shall also furnish, or cause to be furnished, to the Agent either (a) copies of the certificate an original Guaranty and Environmental Indemnity executed by such Person or articles of incorporation of such Guarantor, together with all amendments, and a certificate of good standing or existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (b) copiesan Accession Agreement executed by such Person, certified and (ii) such other information or documents with respect to such Person as the Administrative Agent may reasonably request. (a) 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 Secretary or Assistant Secretary of Administrative Agent from such Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing Subsidiary’s obligations under the execution of Guaranty upon such time that the Guaranty; (c) an incumbency certificate, executed by Borrower provides the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty; and (d) a favorable written opinion of such Guarantor's counsel, addressed to the Administrative Agent in a form acceptable to the Agent, opining with (i) as to a written request for such Guarantor's existence, release and (ii) as to such Guarantor's authorization to execute the Guaranty, (iii) as to the enforceability of the Guaranty, and (iv) that the execution and performance of the Guaranty will not conflict a Compliance Certificate evidencing pro forma compliance with or result in a breach under any material contract, indenture, instrument or other agreement by which such Guarantor is bound or to which it is partyArticle VII hereof.

New Guarantors. Borrower will cause each In the event that, after the Closing Date, any of the Borrowers or any Guarantor acquires or initiates the incorporation or organization of a new Domestic Subsidiary (other -------------- than a of the Borrowers, such Domestic Subsidiary organized shall concurrently with such event or incorporated outside the United States of America), whether hereafter created or acquired by Borrower or a Subsidiary pursuant to Section 6.13, to as soon as practicable thereafter execute and deliver to the Agent a Guaranty. Such Guaranty shall be executed an instrument of joinder and delivered within thirty (30) days of the initial capitalization or Acquisition of such Subsidiary but accession, in any event not later than the date Borrower obtains an Advance hereunder to be used in connection with, or related to, such capitalization or Acquisition or otherwise used in connection with such new Subsidiary's business. With delivery form and substance satisfactory to the Agent of and the Lenders, pursuant to which such Guarantynewlycreated or acquired Domestic Subsidiary shall join this Credit Agreement, Borrower and shall also furnish, or cause accede to be furnished, to the Agent (a) copies all of the certificate or articles rights and obligations of incorporation of such Guarantora Guarantor hereunder and thereunder, together with all amendmentsand, and a certificate of good standing or existencepursuant thereto shall, both certified by among other things, guaranty the appropriate governmental officer in its jurisdiction of incorporation; (b) copies, certified by the Secretary or Assistant Secretary of such Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution of the Guaranty; (c) an incumbency certificate, executed by the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty; and (d) a favorable written opinion of such Guarantor's counsel, addressed to the Agent in a form acceptable to the Agent, opining (i) as to such Guarantor's existence, (ii) as to such Guarantor's authorization to execute the Guaranty, (iii) as to the enforceability of the Guaranty, and (iv) that the execution complete payment and performance of the Guaranteed Obligations and make the waivers set forth herein (including, without limitation, those set forth in Section 29.6 hereof), provided that no consent to such guarantee by the shareholders of such Domestic Subsidiary other than any Borrower or Guarantor (such consent referred to herein as "Minority Shareholder Consent") that has not been obtained is required and, provided further, such Minority Shareholder Consent has not been obtained by the Borrowers after reasonable efforts. Further, such Domestic Subsidiary shall grant to the Agent for the benefit of the Lenders a security interest in substantially all of its assets to secure its obligations under this Guaranty will not conflict with or result (including, without limitation, the granting of mortgages on such Guarantor's Real Estate to the extent required under Section 10.13), and shall execute and/or deliver to the Agent such other documentation as the Agent may reasonably request in furtherance of the intent of this Section 29.9, including, without limitation, documentation of the type required to be supplied by the initial Guarantors as a breach under any material contract, indenture, instrument or other agreement by which such Guarantor is bound or condition precedent to which it is partythe initial Loans made hereunder pursuant to Section 13 hereof.

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 each new Subsidiary (other -------------- than a Subsidiary organized or incorporated outside the United States of America), whether hereafter created or acquired by Borrower or a Subsidiary pursuant such Person to Section 6.13, to execute and deliver to the Administrative Agent a Guaranty. Such Guaranty shall be executed and delivered within thirty (30i) days of the initial capitalization or Acquisition of such Subsidiary but in any event not later than the date Borrower obtains an Advance hereunder to be used in connection with, or related to, such capitalization or Acquisition or otherwise used in connection with such new Subsidiary's business. With delivery to the Agent of such Guaranty, Borrower shall also furnish, or cause to be furnished, to the Agent either (a) copies of the certificate an original Guaranty and Environmental Indemnity executed by such Person or articles of incorporation of such Guarantor, together with all amendments, and a certificate of good standing or existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (b) copiesan Accession Agreement executed by such Person, certified 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 Secretary or Assistant Secretary of Administrative Agent from such Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing Subsidiary’s obligations under the execution of Guaranty upon such time that the Guaranty; (c) an incumbency certificate, executed by Borrower provides the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty; and (d) a favorable written opinion of such Guarantor's counsel, addressed to the Administrative Agent in a form acceptable to the Agent, opining with (i) as to a written request for such Guarantor's existence, release and (ii) as to such Guarantor's authorization to execute the Guaranty, (iii) as to the enforceability of the Guaranty, and (iv) that the execution and performance of the Guaranty will not conflict a Compliance Certificate evidencing pro forma compliance with or result in a breach under any material contract, indenture, instrument or other agreement by which such Guarantor is bound or to which it is partyArticle VII hereof.

New Guarantors. Borrower will cause each new Subsidiary (a) If any Person (other -------------- than an Excluded Subsidiary) becomes a Material Subsidiary organized or incorporated outside after the United States Effective Date of America)this Agreement, whether hereafter created or acquired by the Borrower or a Subsidiary pursuant to Section 6.13, to execute and shall deliver to the Agent each of the following items, each in form and substance satisfactory to the Agent: (i) an Accession Agreement in the form attached as Exhibit A to the Guaranty, executed by such Subsidiary, and (ii) the items that would have been delivered under Section 3.2 if such Subsidiary had been a GuarantyGuarantor on the Effective Date of this Agreement. Such Guaranty Delivery of the foregoing items shall be executed and delivered 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 (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 initial capitalization or Acquisition 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 but that is not already a Guarantor to become a Guarantor by executing and 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 event not later than 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 obtains an Advance hereunder to be used in connection with, or related to, such capitalization or Acquisition or otherwise used in connection with such new Subsidiary's business. With delivery to the Agent of any such Guaranty, request shall constitute a representation by the Borrower shall also furnish, or cause 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 be furnished, such request. The Agent agrees to furnish to the Agent (a) copies of Borrower, upon the certificate or articles of incorporation of such GuarantorBorrower's written request and at the Borrower's sole cost and expense, together with all amendmentsany release, and a certificate of good standing or existencetermination, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (b) copies, certified by the Secretary or Assistant Secretary of such Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution of the Guaranty; (c) an incumbency certificate, executed by the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty; and (d) a favorable written opinion of such Guarantor's counsel, addressed to the Agent in a form acceptable to the Agent, opining (i) as to such Guarantor's existence, (ii) as to such Guarantor's authorization to execute the Guaranty, (iii) as to the enforceability of the Guaranty, and (iv) that the execution and performance of the Guaranty will not conflict with or result in a breach under any material contract, indenture, instrument or other agreement or document evidencing the foregoing release as may be reasonably requested by which such Guarantor is bound or to which it is partythe Borrower.