Common use of Additional Guarantor Clause in Contracts

Additional Guarantor. (a) Each Subsidiary of the Issuer in existence as at the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party to this Agreement as a Guarantor on the Original Issue Date. (b) If at any time after the Original Issue Date, any Subsidiary is required to become an Additional Guarantor: (i) the Issuer must give not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantor. (c) If the accession of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements. (d) The relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicable. (e) Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Issuer, to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correct.

Additional Guarantor. The Additional Guarantor hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and shall be a Guarantor for all purposes of, the Guaranty and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreement, or any of their respective successors, transferees or assigns, to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Guaranty. Without limiting the foregoing: (a) Each Subsidiary The Additional Guarantor hereby irrevocably and unconditionally, jointly and severally with all other Guarantors, guarantees the due and punctual payment of all present and future indebtedness and other liabilities of the Issuer Borrower owing to the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreement, and their respective successors, transferees or assigns, of every type and description, whether or not evidenced by any note, guaranty or either instrument, arising under or in connection with the Credit Agreement, the Notes or any other Loan Document, whether or not for the payment of money, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all principal, interest, charges, expenses, fees, attorneys' fees and disbursements and any other sum chargeable to the Borrower under the Credit Agreement or any other Loan Document, whether at stated maturity, by acceleration or otherwise, and the performance, of all obligations of the Borrower now or hereafter existing under the Credit Agreement, the Notes and the other Loan Documents (such obligations being the "Guaranty Obligations"), and agrees to pay any and all expenses (including counsel fees and expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts which constitute part of the Guaranty Obligations and would be owed by the Borrower under the Credit Agreement, the Notes and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence as at of a bankruptcy, reorganization or similar proceeding involving the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party to this Agreement as a Guarantor on the Original Issue Date.Borrower; (b) If at any time after The Additional Guarantor guarantees that the Original Issue Date, any Subsidiary is required to become an Additional Guarantor: (i) the Issuer must give not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents Guaranty Obligations will be paid and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary performed strictly in accordance with this Clause 24.5the terms of the Credit Agreement, the Holding Issuer Notes and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such Subsidiary (if not an Obligor) shall also accede as an terms or the rights of the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations with respect thereto. The obligations of the Additional Guarantor.Guarantor under this Guaranty are independent of the Guaranty Obligations, and a separate action or actions may be brought and prosecuted against the Additional Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any other Guarantor or any other guarantor of the Guaranty Obligations or whether the Borrower or any other Guarantor is joined in any such action or actions; (c) If the accession The foregoing guaranty shall be a guaranty of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is payment and not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements.collection merely; (d) The relevant Subsidiary will become an Additional Guarantor when foregoing guarantee is subject to the Trustee notifies limitations expressly provided in Section 5 of the Guaranty and to the other Finance Parties terms and conditions governing the Issuer that it has received all guaranty of Guarantors under the Guaranty, including, without limitation, Section 2 of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicable.Guaranty; (e) Delivery of an Accession Agreement, executed by All references in the relevant Subsidiary and the Issuer, Guaranty to the Trustee constitutes confirmation by that Subsidiary "Guarantors" or any "Guarantor" or to the "Funding Guarantor" or the "Contributing Guarantor" as applicable, shall be deemed to include and to refer to the Issuer that the Repeating Representations are then correctAdditional Guarantor.

Additional Guarantor. (a) Each Subsidiary The Issuer, in accordance with and as permitted under the Transaction Documents, may purchase, acquire, form or cause to be formed one or more Additional Guarantors without the consent of the Issuer Control Party; provided that any such Additional Guarantor has adopted, or substantially contemporaneously with the closing of an applicable transaction pursuant to which such Additional Guarantor is purchased, acquired or otherwise designated as an Additional Guarantor hereunder, will adopt, Charter Documents substantially similar to the Charter Documents of the existing Franchise Entities; provided, further, that such Additional Guarantor holds Guarantor Assets, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in existence as at the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party order to this Agreement act as a Guarantor on the Original Issue Datefranchisor with respect to New Franchise Agreements. (b) If at any time after the Original Issue DateIssuer desires to create, any Subsidiary is required to become incorporate, form or otherwise organize an Additional Guarantor: Guarantor that does not comply with the provisos set forth in clause (ia) above, the Issuer must give shall first obtain the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative), such consent not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantorunreasonably withheld. (c) If In connection with the accession organization of an any Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to itconjunction with clause (a) or (b) above, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itselfshall, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirementsif such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP Holder. (d) The relevant Subsidiary will become an Issuer shall cause each Additional Guarantor when to promptly execute an assumption agreement in form set forth as Exhibit A to the Trustee notifies Guarantee and Collateral Agreement (the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicableGuarantors. (e) Delivery Upon the execution and delivery of an Accession Assumption Agreement as required in clause (d) above, any Additional Guarantor party thereto will become a party to the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the Guarantee and Collateral Agreement, executed will assume all Obligations and liabilities of a Guarantor thereunder. (f) The Control Party will have the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the relevant Subsidiary Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral if it were held by an existing Guarantor and that separating the Issuerownership of such After-Acquired Securitization IP from the rest of the Securitization IP will not impair the enforceability of the Securitization IP. In making any determination with respect to such After-Acquired Securitization IP, the Control Party will have the right to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correctconsult with third-party experts.

Additional Guarantor. Upon the occurrence of a Guarantor Default (adefined below), Borrower shall have thirty (30) Each Subsidiary days after the date of such occurrence to provide an additional guarantor satisfactory to Bank, in Bank’s sole discretion, which additional guarantor shall guaranty and indemnify the Bank for the same obligations of the Issuer in existence Guarantor, without regard to any defenses or claims that the Guarantor may claim or have against Bank, including Borrower and the additional guarantor entering into and delivering to Bank such guaranties, indemnities, legal opinions, resolutions, incumbency certificates, financial statements and related information and other items as at the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party to this Agreement as a Guarantor on the Original Issue Date. (b) If at any time after the Original Issue Daterequired by Bank, any Subsidiary is required to become an Additional Guarantor: (i) the Issuer must give not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required all to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantor. (c) If the accession of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements. (d) The relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to itBank in Bank’s sole discretion, and Borrower shall pay and reimburse Bank for all of Bank’s costs and expenses, including, without limitation reasonable attorneys fees and expenses, that Bank may incur in connection therewith with all such documentation to be executed and delivered and payments made within such thirty (30) day period. The Trustee must give In the event that Bank accepts the additional guarantor, all documentation is timely executed and delivered by Borrower and the additional guarantor and received by Bank, Bank receives any other items required by Bank, and all of Bank’s fees are timely paid by Borrower, then Bank shall permanently waive, as to the Guarantor, the Guarantor Default that triggered Borrower’s right to offer an additional guarantor. This right to provide an additional guarantor may only be exercised once by Borrower. Neither this notification as soon as reasonably practicable. right of Borrower to offer an additional guarantor nor Bank’s waiver of any Guarantor Default shall be construed in any way to (ei) Delivery release the Guarantor from liability under any Guaranty or any of an Accession the other Loan Documents to which the Guarantor is a party, (ii) waive any right or remedy Bank may have against the Guarantor including, without limitation, the right to payment of the Obligations under the Agreement of Guaranty and Suretyship (Payment), the right to performance under the Agreement of Guaranty and Suretyship (Completion), the right to payment under the Recourse Carve-Out Guaranty and the right to payment and performance under the Indemnification Agreement, executed or (iii) extend any cure period of either Borrower or the Guarantor. In no event shall the waiver by Bank of any Guarantor Default be construed as a waiver of any obligation of the additional guarantor or of Borrower or a waiver of any other default by Borrower or any other guarantor except that the waiver by Bank of any Guarantor Default shall also be a waiver of the same default by the relevant Subsidiary and Guarantor under the Issuer, other Loan Documents to the Trustee constitutes confirmation extent the same act or omission by the Guarantor was also a default under any other Loan Document. Borrower’s right to offer an additional guarantor shall be a one time right. Borrower shall have the obligation to pay and reimburse Bank for all of Bank’s costs and expenses, including, without limitation, reasonable attorneys fees and expenses, that Subsidiary Bank may incur in connection with such offered additional guarantor regardless of whether Bank accepts the offered additional guarantor. For the purposes of this Section 6.2, “Guarantor Default” shall mean any Event of Default by Guarantor under this Agreement or any other Loan Document and any one or more events of default under any of the Issuer that Guaranties excluding an event of default arising from the Repeating Representations are then correctfailure of the Guarantor to pay any of the monetary obligations of the Guarantor under the Guaranties upon demand by Bank.

Additional Guarantor. The Additional Guarantor hereby assumes all obligations of a Guarantor under and shall be a Guarantor for all purposes of the Note Purchase Agreements and shall be fully liable thereunder to the Noteholder Collateral Agent and the Holders to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Note Purchase Agreements. Without limiting the foregoing: (a) Each Subsidiary the Additional Guarantor hereby unconditionally and irrevocably guarantees to the Noteholder Collateral Agent and the Holders the due and punctual payment and performance of all the Obligations of the Issuer Company, in existence each case as and when the same shall become due and payable, whether at the Original Issue Date Listed in Part 1 of Schedule 1 maturity, by acceleration, mandatory prepayment, declaration or otherwise, according to their terms; EXHIBIT 10.8(b) (Original Obligors) will be party to this Agreement as a Guarantor on the Original Issue Date.Note Purchase Agreement) (b) If in case of failure by the Company punctually to pay or perform the Obligations, the Additional Guarantor hereby unconditionally and irrevocably agrees to cause such payment or performance to be made punctually as and when the same shall become due and payable, whether at any time after maturity, by acceleration, by prepayment, declaration or otherwise, and as if such payment or performance were made by the Original Issue Date, any Subsidiary is required to become an Additional Guarantor: (i) the Issuer must give not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders)Company; (iic) the Issuer must foregoing guarantee shall be a guarantee of payment and performance and not merely of collection; (following consultation with d) the Trustee) deliver foregoing guarantee is subject to the Trustee limitations expressly provided in subsections (a) and (b) of Section 23.2 of the relevant documents Note Purchase Agreements and evidence listed in Schedule 2 is subject to the other terms and conditions governing the guarantee of Guarantors under the Note Purchase Agreements (Conditions Precedent Documents required including, without limitation, Section 23.4 thereof), and the Additional Guarantor shall be entitled to be delivered by an Additional Guarantor)all of the benefits and rights provided to a Guarantor under Section 23.3 of the Note Purchase Agreements; and (iiie) on or prior the obligations of the Additional Guarantor with respect to the accession Obligations shall be joint and several with those of the other Guarantors, and all references in the Note Purchase Agreements to the "Guarantors" or any Subsidiary in accordance with this Clause 24.5, "Guarantor" shall be deemed to include and to refer to the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantor. (c) If the accession of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements. (d) The relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicable. (e) Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Issuer, to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correct.

Additional Guarantor. (a) Each Subsidiary of the Issuer in existence as at the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party to this Agreement as a Guarantor on the Original Issue Date. (b) If at any time after the Original Issue Date, any Subsidiary is required to become an Additional Guarantor:: 115 (i) the Issuer must give not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantor. (c) If the accession of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements. (d) The relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicable. (e) Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Issuer, to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correct.