Common use of Affiliate Guarantors Clause in Contracts

Affiliate Guarantors. The Obligors will cause each of their Affiliates that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or guarantor, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (a) enter into a joinder to this Agreement substantially in the form attached as Schedule 9.7 (a “Joinder Agreement”); and (b) deliver the following to each of holder of a Note: (i) an executed counterpart to such Joinder Agreement; Oaktree Capital Management, L.P. Note and Guaranty Agreement (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.3, 5.5, 5.7 and 5.8 of this Agreement (but with respect to such Affiliate and the Affiliate Guaranty rather than the Obligors); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Affiliate and the due authorization by all requisite action on the part of such Affiliate of the execution and delivery of such Joinder Agreement and the performance by such Affiliate of its obligations thereunder and hereunder; and (iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Affiliate, the Joinder Agreement and this Agreement as the Required Holders may reasonably request; provided that none of the following Affiliates shall be required to become Affiliate Guarantors pursuant to this Section 9.7: any Affiliate that is a CFC or a Person all or substantially all of the assets of which consist of equity interests in one or more CFCs,, solely as a result of any such Affiliate or Person being a borrower under a Material Credit Facility, so long as such Affiliate or Person does not otherwise guarantee, become a co-obligor of, or provide credit support for the obligations of an Obligor thereunder (each, an “Excluded Affiliate”). Notwithstanding the foregoing, if such Affiliate is an Oaktree Parent Entity (other than an Excluded Affiliate), such Affiliate shall, in lieu of entering into a Joinder Agreement, guarantee to each holder of any Note, in form reasonably acceptable to the Required Holders, the prompt payment in full when due of all amounts from time to time owing by the Company under this Agreement. For the avoidance of doubt, no such Oaktree Parent Entity shall by the virtue of providing such guaranty to any holder of the Notes become, nor shall be deemed to be, bound to any provision of this Agreement as an Obligor hereunder. At the election of the Company and by written notice to each holder of Notes, any Affiliate Guarantor (other than any Initial Affiliate Guarantor) may be discharged from all of its obligations and liabilities under its Affiliate Guaranty (including such Affiliate Guaranty made by an Oaktree Parent Entity pursuant to the immediately preceding paragraph) and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Affiliate Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Affiliate Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Affiliate Guarantor under its Affiliate Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Affiliate Guaranty, (iv) if in connection with such Affiliate Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each Oaktree Capital Management, L.P. Note and Guaranty Agreement holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Affiliate Guarantors. The Obligors will cause each of their Affiliates that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or guarantor, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (a) enter into a joinder to this Agreement substantially in the form attached as Schedule 9.7 (a “Joinder Agreement”); and (b) deliver the following to each of holder of a Note: (i) an executed counterpart to such Joinder Agreement; Oaktree Capital Management, L.P. Note and Guaranty Agreement; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.3, 5.5, 5.7 and 5.8 of this Oaktree Capital Management, L.P. Note and Guaranty Agreement Agreement (but with respect to such Affiliate and the Affiliate Guaranty rather than the Obligors); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Affiliate and the due authorization by all requisite action on the part of such Affiliate of the execution and delivery of such Joinder Agreement and the performance by such Affiliate of its obligations thereunder and hereunder; and (iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Affiliate, the Joinder Agreement and this Agreement as the Required Holders may reasonably request; provided that none of the following Affiliates shall be required to become Affiliate Guarantors pursuant to this Section 9.7: any Affiliate that is a CFC or a Person all or substantially all of the assets of which consist of equity interests in one or more CFCs,, solely as a result of any such Affiliate or Person being a borrower under a Material Credit Facility, so long as such Affiliate or Person does not otherwise guarantee, become a co-obligor of, or provide credit support for the obligations of an Obligor thereunder (each, an “Excluded Affiliate”). Notwithstanding the foregoing, if such Affiliate is an Oaktree Parent Entity (other than an Excluded Affiliate), such Affiliate shall, in lieu of entering into a Joinder Agreement, guarantee to each holder of any Note, in form reasonably acceptable to the Required Holders, the prompt payment in full when due of all amounts from time to time owing by the Company under this Agreement. For the avoidance of doubt, no such Oaktree Parent Entity shall by the virtue of providing such guaranty to any holder of the Notes become, nor shall be deemed to be, bound to any provision of this Agreement as an Obligor hereunder. At the election of the Company and by written notice to each holder of Notes, any Affiliate Guarantor (other than any Initial Affiliate Guarantor) may be discharged from all of its obligations and liabilities under its Affiliate Guaranty (including such Affiliate Guaranty made by an Oaktree Parent Entity pursuant to the immediately preceding paragraph) and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Affiliate Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Affiliate Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Affiliate Guarantor under its Affiliate Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Affiliate Guaranty, (iv) if in connection with such Affiliate Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each Oaktree Capital Management, L.P. Note and Guaranty Agreement holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).. Oaktree Capital Management, L.P. Note and Guaranty Agreement

Affiliate Guarantors. The Obligors will cause each of their Affiliates that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or guarantor, for or in respect of any Indebtedness under any Material Credit Facility (provided that OCGH and OCG shall not be required to become Affiliate Guarantors solely as a result of their obligations under the 6.75% Senior Notes due 2019 outstanding on the date of the Closing and issued pursuant to the 144A Notes Indenture) concurrently therewith: (a) enter into a joinder to this Agreement substantially in the form attached as Schedule 9.7 (a “Joinder Agreement”); and (b) deliver the following to each of holder of a Note: (i) an executed counterpart to such Joinder Agreement; Oaktree Capital Management, L.P. Note and Guaranty Agreement; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.3, 5.5, 5.7 and 5.8 of this Agreement (but with respect to such Affiliate and the Affiliate Guaranty rather than the Obligors); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Affiliate and the due authorization by all requisite action on the part of such Affiliate of the execution and delivery of such Joinder Agreement and the performance by such Affiliate of its obligations thereunder and hereunder; and (iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Affiliate, the Joinder Agreement and this Agreement as the Required Holders may reasonably request; provided that none of the following Affiliates shall be required to become Affiliate Guarantors pursuant to this Section 9.7: any Affiliate that is a CFC or a Person all or substantially all of the assets of which consist of equity interests in one or more CFCs,, solely as a result of any such Affiliate or Person being a borrower under a Material Credit Facility, so long as such Affiliate or Person does not otherwise guarantee, become a co-obligor of, or provide credit support for the obligations of an Obligor thereunder (each, an “Excluded Affiliate”). Notwithstanding the foregoing, if such Affiliate is an Oaktree Parent Entity (other than an Excluded Affiliate)Entity, such Affiliate shall, in lieu of entering into a Joinder Agreement, guarantee to each holder of any Note, in form reasonably acceptable to the Required Holders, the prompt payment in full when due of all amounts from time to time owing by the Company under this Agreement. For the avoidance of doubt, no such Oaktree Parent Entity shall by the virtue of providing such guaranty to any holder of the Notes become, nor shall be deemed to be, bound to any provision of this Agreement as an Obligor hereunder. At the election of the Company and by written notice to each holder of Notes, any Affiliate Guarantor (other than any Initial Affiliate Guarantor) may be discharged from all of its obligations and liabilities under its Affiliate Guaranty (including such Affiliate Guaranty made by an Oaktree Parent Entity pursuant to the immediately preceding paragraph) and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Affiliate Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Affiliate Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Affiliate Guarantor under its Affiliate Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Affiliate Guaranty, (iv) if in connection with such Affiliate Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each Oaktree Capital Management, L.P. Note and Guaranty Agreement holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).Agreement

Affiliate Guarantors. The Obligors will cause each of their Affiliates that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or guarantor, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (a) enter into a joinder to this Agreement substantially in the form attached as Schedule 9.7 (a “Joinder Agreement”); and (b) deliver the following to each of holder of a Note: (i) an executed counterpart to such Joinder Agreement; Oaktree Capital Management, L.P. Note and Guaranty Agreement; (ii) a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.3, 5.5, 5.7 and 5.8 of this Agreement (but with respect to such Affiliate and the Affiliate Guaranty rather than the Obligors); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Affiliate and the due authorization by all requisite action on the part of such Affiliate of the execution and delivery of such Joinder Agreement and the performance by such Affiliate of its obligations thereunder and hereunder; and (iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Affiliate, the Joinder Agreement and this Agreement as the Required Holders may reasonably request; provided that none of the following Affiliates shall be required to become Affiliate Guarantors pursuant to this Section 9.7: any Affiliate that is a CFC or a Person all or substantially all of the assets of which consist of equity interests in one or more CFCs,, (i) OCGH and OCG solely as a result of any such Affiliate or Person being a borrower their obligations under a Material Credit Facility, so long as such Affiliate or Person does not otherwise guarantee, become a co-obligor of, or provide credit support for the obligations of an Obligor thereunder (each, an “Excluded Affiliate”). Notwithstanding the foregoing, if such Affiliate is an Oaktree Parent Entity (other than an Excluded Affiliate), such Affiliate shall, in lieu of entering into a Joinder Agreement, guarantee to each holder of any Note, in form reasonably acceptable to the Required Holders, the prompt payment in full when due of all amounts from time to time owing by the Company under this Agreement. For the avoidance of doubt, no such Oaktree Parent Entity shall by the virtue of providing such guaranty to any holder of the Notes become, nor shall be deemed to be, bound to any provision of this Agreement as an Obligor hereunder. At the election of the Company and by written notice to each holder of Notes, any Affiliate Guarantor (other than any Initial Affiliate Guarantor) may be discharged from all of its obligations and liabilities under its Affiliate Guaranty (including such Affiliate Guaranty made by an Oaktree Parent Entity pursuant to the immediately preceding paragraph) and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Affiliate Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Affiliate Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Affiliate Guarantor under its Affiliate Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Affiliate Guaranty, (iv) if in connection with such Affiliate Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each Oaktree Capital Management, L.P. Note and Guaranty Agreement holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).Agreement