Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Credit Agreement) is to guarantee, Indebtedness in respect of the Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder of the Notes: (a) a copy of an executed Joinder to the Subsidiary Guaranty; (b) a certificate signed by a Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such Subsidiary, as applicable; and (c) an opinion of counsel (who may be counsel for the Company) reasonably satisfactory to the Required Holders addressed to each holder of the Notes to the effect that the Subsidiary Guaranty of such Subsidiary has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable against such Subsidiary in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the NotesNotes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (b) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the NotesNotes (substantially concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a copy joinder agreement in respect of an executed Joinder the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties to the effect of those contained in paragraphs (a) through (g) of the Joinder to the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person and enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. (a) The Company will cause any Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into the a Subsidiary Guaranty concurrently therewith Agreement which shall be in a form reasonably acceptable to the Required Holders (a “Subsidiary Guaranty”) and as a part thereof to deliver to each of holder the holders of the NotesNotes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (ai) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (bii) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (ciii) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company Obligors will cause any Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the NotesNotes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (b) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the Obligors making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for an Obligor) addressed to each of the Company) reasonably holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause (i) each Material Subsidiary and (ii) any other Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement (other than, in each case, any Foreign Subsidiary that is a borrower, or a guarantor of Debt of any other Foreign Subsidiary, under the Bank Credit Agreement), to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the Notes:Notes the following items (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement): (a) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (b) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the any Bank Credit Agreement) is Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the such Bank Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the NotesNotes (substantially concurrently with the incurrence of any such obligation pursuant to such Bank Credit Agreement) the following items: (a) a copy joinder agreement in respect of an executed Joinder the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties to the effect of those contained in paragraphs (a) through (g) of the Joinder to the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person and enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any each Domestic Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Debt outstanding under such Bank Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the NotesNotes (concurrently with the incurrence of any such obligation pursuant to such Bank Credit Agreement) the following items: (a) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (b) a certificate signed by the President, a Vice President or another authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of such Subsidiary has been duly authorized, executed and delivered by such Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. (a) The Company will cause any Subsidiary that is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Credit Agreement) is to guarantee, or otherwise become obligated with respect to Indebtedness in respect of the Credit Agreement or the 2007 Note Purchase Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder of the Notes: (ai) a copy of an executed Joinder to the Subsidiary Guaranty; (bii) a certificate signed by a Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such Subsidiary, as applicable; and (ciii) an opinion of counsel (who may be counsel for the Company) reasonably satisfactory to the Required Holders addressed to each holder of the Notes to the effect Xxxxxxxxx Company, Inc. Note Purchase Agreement that the Subsidiary Guaranty of such Subsidiary has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable against such Subsidiary in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause hereby covenants and agrees that, if any Subsidiary that which is organized not a Subsidiary Guarantor (i) guarantees the Company’s obligations under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Credit Agreement) is to guarantee, Indebtedness in respect of the Bank Credit Agreement, to (ii) directly or indirectly becomes an obligor under the Bank Credit Agreement or (iii) directly or indirectly guarantees any Indebtedness or other obligations of the Company, it will cause such Subsidiary to, concurrently therewith, (a) enter into a joinder agreement substantially in the form of Annex I to the Subsidiary Guaranty concurrently therewith and as a part thereof Guarantee Agreement or otherwise deliver another Subsidiary Guarantee Agreement reasonable acceptable to deliver to the Required Holders, in each case, for the benefit of holder the holders of the Notes: (a) a copy of an executed Joinder to the Subsidiary Guaranty; , (b) deliver a certificate signed by a Responsible Officer favorable legal opinion of the Company nationally recognized independent counsel, or of such Subsidiary confirming the accuracy of the representations and warranties in paragraphs (a) through (g) of the Joinder other independent counsel reasonably satisfactory to the Required Holders, as to the good standing, due authorization, execution, delivery, validity and enforceability thereof, and that the Subsidiary GuarantyGuarantee Agreement does not violate or conflict with any law, with respect agreement or governing document relating to such Subsidiary and such other opinions as are reasonably requested by the Subsidiary Guaranty as it relates to such Subsidiary, as applicable; and Required Holders and their counsel and (c) an opinion of counsel (who may be counsel for the Company) deliver appropriate limited liability company or corporate resolutions and other limited liability company or corporate documentation in form and substance reasonably satisfactory to the Required Holders addressed to each holder of the Notes to the effect that the Subsidiary Guaranty of such Subsidiary has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable against such Subsidiary in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlestheir counsel.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit AgreementAgreement (which requirement has not been waived by the lenders thereunder) is to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the NotesNotes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (b) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause Parent hereby covenants and agrees that, if any U.S. Subsidiary that which is organized not a Subsidiary Guarantor (i) guarantees the Parent’s obligations under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Credit Agreement) is to guarantee, Indebtedness in respect of the Bank Credit Agreement, to (ii) directly or indirectly becomes an obligor under the Bank Credit Agreement or (iii) directly or indirectly guarantees any Indebtedness or other obligations of the Parent, it will cause such U.S. Subsidiary to, concurrently therewith, (a) enter into a joinder agreement substantially in the form of Annex I to the Subsidiary Guaranty concurrently therewith and as a part thereof Guarantee Agreement or otherwise deliver another Subsidiary Guarantee Agreement reasonably acceptable to deliver to the Required Holders, in each case, for the benefit of holder the holders of the Notes: (a) a copy of an executed Joinder to the Subsidiary Guaranty; , (b) deliver a certificate signed by a Responsible Officer favorable legal opinion of the Company nationally recognized independent counsel, or of such Subsidiary confirming the accuracy of the representations and warranties in paragraphs (a) through (g) of the Joinder other independent counsel reasonably satisfactory to the Required Holders, as to the good standing, due authorization, execution, delivery, validity and enforceability thereof, and that the Subsidiary GuarantyGuarantee Agreement does not violate or conflict with any law, with respect agreement or governing document relating to such Subsidiary and such other opinions as are reasonably requested by the Subsidiary Guaranty as it relates to such Subsidiary, as applicable; and Required Holders and their counsel and (c) an opinion of counsel (who may be counsel for the Company) deliver appropriate limited liability company or corporate resolutions and other limited liability company or corporate documentation in form and substance reasonably satisfactory to the Required Holders addressed to each holder of the Notes to the effect that the Subsidiary Guaranty of such Subsidiary has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable against such Subsidiary in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlestheir counsel.

Additional Subsidiary Guarantors. The Company will cause (i) each Material Subsidiary and (ii) any other Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement (other than, in each case, any Foreign Subsidiary that is a borrower, or a guarantor of Debt of any other Foreign Subsidiary, under the Bank Credit Agreement), to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the NotesNotes the following items: (a) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (b) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause hereby covenants and agrees that, if any Subsidiary that which is organized not a Subsidiary Guarantor (i) guarantees the Company's obligations under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Credit Agreement) is to guarantee, Indebtedness in respect of the Bank Credit Agreement, to (ii) directly or indirectly becomes an obligor under the Bank Credit Agreement or (iii) directly or indirectly guarantees any Indebtedness or other obligations of the Company, it will cause such Subsidiary to, concurrently therewith, (a) enter into a joinder agreement substantially in the form of Annex I to the Subsidiary Guaranty concurrently therewith and as a part thereof Guarantee Agreement or otherwise deliver another Subsidiary Guarantee Agreement reasonably TALX Corporation Note Purchase Agreement acceptable to deliver to the Required Holders, in each case, for the benefit of holder the holders of the Notes: (a) a copy of an executed Joinder to the Subsidiary Guaranty; , (b) deliver a certificate signed by a Responsible Officer favorable legal opinion of the Company nationally recognized independent counsel, or of such Subsidiary confirming the accuracy of the representations and warranties in paragraphs (a) through (g) of the Joinder other independent counsel reasonably satisfactory to the Required Holders, as to the good standing, due authorization, execution, delivery, validity and enforceability thereof, and that the Subsidiary GuarantyGuarantee Agreement does not violate or conflict with any law, with respect agreement or governing document relating to such Subsidiary and such other opinions as are reasonably requested by the Subsidiary Guaranty as it relates to such Subsidiary, as applicable; and Required Holders and their counsel and (c) an opinion of counsel (who may be counsel for the Company) deliver appropriate limited liability company or corporate resolutions and other limited liability company or corporate documentation in form and substance reasonably satisfactory to the Required Holders addressed to each holder of the Notes to the effect that the Subsidiary Guaranty of such Subsidiary has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable against such Subsidiary in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlestheir counsel.

Additional Subsidiary Guarantors. The Company covenants and agrees that it will cause any Subsidiary that is organized under Person which becomes obligated to Guarantee the laws of any state or other jurisdiction of the United States and that (whether or not required by Notes, pursuant to the terms of the Credit Agreement) is to guaranteethis Indenture, Indebtedness in respect of the Credit Agreementincluding, without limitation, Section 4.15 and Section 12.04 hereof, to enter into the Subsidiary Guaranty concurrently therewith promptly execute and as a part thereof to deliver to each the Indenture Trustee a supplemental indenture substantially in the form of holder of the Notes: (a) a copy of an executed Joinder Exhibit I hereto pursuant to the Subsidiary Guaranty; (b) a certificate signed by a Responsible Officer of the Company or of which such Subsidiary confirming shall become a Subsidiary Guarantor under this Article 12 and shall Guarantee the accuracy of the representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guaranty, Obligations with respect to the Notes. Concurrently with the execution and delivery of such Subsidiary and supplemental indenture, the Subsidiary Guaranty as it relates to such Subsidiary, as applicable; and (c) an opinion of counsel (who may be counsel for the Company) reasonably satisfactory Company shall deliver to the Required Holders addressed to each holder Indenture Trustee an Opinion of the Notes Counsel and an Officers' Certificate to the effect that the Subsidiary Guaranty of such Subsidiary supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guaranty constitutes the Guarantee of such Subsidiary Guarantor is a legal, valid and binding contract and agreement obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the NotesNotes (concurrently with such Subsidiary becoming a party to the Bank Credit Agreement or the execution and delivery of any such guarantee pursuant to the Bank Credit Agreement) the following items: (a) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (b) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles., provided that such opinion may be limited to the laws of the State of North Carolina. Old Dominion Freight Line, Inc. Note Purchase Agreement

Additional Subsidiary Guarantors. (a) The Company will cause any Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the Notes:Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: STEPAN COMPANY NOTE PURCHASE AGREEMENT (ai) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (bii) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (ciii) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. (a) The Company will cause any Subsidiary that which is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement) is Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of holder the holders of the NotesNotes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (ai) a copy joinder agreement in respect of an executed Joinder to the Subsidiary Guaranty; (bii) a certificate signed by a an authorized Responsible Officer of the Company or of such Subsidiary confirming the accuracy of the making representations and warranties in paragraphs (a) through (g) of the Joinder to the Subsidiary Guarantyeffect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty as it relates to such SubsidiaryGuaranty, as applicable; and (ciii) an opinion of counsel (who may be in-house counsel for the Company) reasonably addressed to each of the holders of the Notes satisfactory to the Required Holders addressed to each holder of the Notes Holders, to the effect that the Subsidiary Guaranty of by such Subsidiary Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.