Common use of Additional Guaranties Clause in Contracts

Additional Guaranties. To the extent not delivered to the Administrative Agent on or before the Effective Date, the Borrower promptly shall, and shall cause each of its Restricted Subsidiaries promptly to, in the case of any Restricted Subsidiary that is a Domestic Subsidiary owning 5% or more of the Total Assets of the Borrower and its Restricted Subsidiaries or contributing 5% or more of the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters, cause such Restricted Subsidiary to become a party to the Guaranty. Notwithstanding anything herein to the contrary, in the event that at any time the Subsidiaries of the Borrower (other than those Subsidiaries engaged in the business of originating residential home loans, title insurance and reinsurance) that are not Guarantors own, in the aggregate for all such Subsidiaries, 5% or more of the Total Assets of the Borrower and its Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters, the Borrower shall promptly cause such number of its Subsidiaries to become a party to the Guaranty so that the Subsidiaries of the Borrower that are not Guarantors do not own, in the aggregate for all such Subsidiaries, 5% or more of the Total Assets of the Borrower and its Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters. In the event that any Subsidiary of the Borrower incurs, or has outstanding (including, without limitation, the Senior Notes or the Senior Subordinated Notes) any guaranty obligation in respect of other Indebtedness of the Borrower or any Restricted Subsidiary, the Borrower or any Guarantor shall promptly cause such Subsidiary to become a party to the Guaranty.

Additional Guaranties. To (i) If the extent not delivered to the Administrative Agent on Issuer or before the Effective Date, the Borrower promptly shall, and shall cause each any of its Restricted Subsidiaries promptly toshall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the case Board of Directors) in excess of $[5.0] million to any Restricted Subsidiary that is not a Domestic Subsidiary owning 5% Guarantor or more a Foreign Subsidiary, or (ii) if the Issuer or any of the Total Assets of the Borrower and its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $[5.0] million, or contributing 5% (iii) if any Restricted Subsidiary other than a Foreign Subsidiary shall incur Acquired Debt in excess of $[5.0] million, then the Issuer shall, at the time of such transfer, acquisition or more incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guaranty of the Consolidated Net Income Obligations of the Borrower Issuer under the Notes in the form set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Note Guaranty is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Issuer or any of its Restricted Subsidiaries for the immediately preceding four fiscal quarters, cause such may make a Restricted Subsidiary to become a party to the Guaranty. Notwithstanding anything herein to the contrary, Investment in the event that at any time the Subsidiaries of the Borrower (other than those Subsidiaries engaged in the business of originating residential home loans, title insurance and reinsurance) that are not Guarantors own, in the aggregate for all such Subsidiaries, 5% or more of the Total Assets of the Borrower and its Wholly Owned Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters, the Borrower shall promptly cause such number of its Subsidiaries to become a party to the Guaranty so that the Subsidiaries of the Borrower that are not Guarantors do not own, in the aggregate for all such Subsidiaries, 5% or more of the Total Assets of the Borrower and its Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters. In the event that any Subsidiary of the Borrower incurs, or has outstanding (including, Issuer without limitation, the Senior Notes or the Senior Subordinated Notes) any guaranty obligation in respect of other Indebtedness of the Borrower or any compliance with this covenant provided that such Restricted Subsidiary, the Borrower or any Guarantor shall promptly cause such Subsidiary to become a party to the GuarantyInvestment is permitted by Section 4.07.]

Additional Guaranties. To (i) If the extent not delivered to the Administrative Agent on Issuer or before the Effective Date, the Borrower promptly shall, and shall cause each any of its Restricted Subsidiaries promptly toshall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the case Board of Directors) in excess of $5.0 million to any Restricted Subsidiary that is not a Domestic Subsidiary owning 5% Guarantor or more a Foreign Subsidiary, or (ii) if the Issuer or any of the Total Assets of the Borrower and its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $5.0 million, or contributing 5% (iii) if any Restricted Subsidiary other than a Foreign Subsidiary shall incur Acquired Debt in excess of $5.0 million, then the Issuer shall, at the time of such transfer, acquisition or more incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guaranty of the Consolidated Net Income Obligations of the Borrower Issuer under the Notes in the form set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Note Guaranty is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Issuer or any of its Restricted Subsidiaries for the immediately preceding four fiscal quarters, cause such may make a Restricted Subsidiary to become a party to the Guaranty. Notwithstanding anything herein to the contrary, Investment in the event that at any time the Subsidiaries of the Borrower (other than those Subsidiaries engaged in the business of originating residential home loans, title insurance and reinsurance) that are not Guarantors own, in the aggregate for all such Subsidiaries, 5% or more of the Total Assets of the Borrower and its Wholly Owned Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters, the Borrower shall promptly cause such number of its Subsidiaries to become a party to the Guaranty so that the Subsidiaries of the Borrower that are not Guarantors do not own, in the aggregate for all such Subsidiaries, 5% or more of the Total Assets of the Borrower and its Restricted Subsidiaries or contribute 5% or more of the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the immediately preceding four fiscal quarters. In the event that any Subsidiary of the Borrower incurs, or has outstanding (including, Issuer without limitation, the Senior Notes or the Senior Subordinated Notes) any guaranty obligation in respect of other Indebtedness of the Borrower or any compliance with this covenant provided that such Restricted Subsidiary, the Borrower or any Guarantor shall promptly cause such Subsidiary to become a party to the GuarantyInvestment is permitted by Section 4.07.