Common use of Certain Subsidiaries to Join in Guaranty Clause in Contracts

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Subsidiary that is not already a party to the Guaranty, such Credit Party will, promptly, but in any event within 10 Business Days, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Agent and (c) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10. Notwithstanding the foregoing, the provisions of this Section 6.09 and of Section 6.10 below shall not apply to any Subsidiary of the Borrower that is a Real Estate Subsidiary to the extent the Organizational Documents of such Real Estate Subsidiary or the Property Senior Loan Documents to which such Real Estate Subsidiary is (or within 30 days of its formation will become) a party expressly prohibit such guaranty or such grant of a lien on Real Property or personal property (it being understood that to the extent not so prohibited, such Real Estate Subsidiary is required by the terms hereof to comply with Section 6.10).

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary that is not already a party to the Guaranty, such Credit Party will, will promptly, but in any event within 10 Business Days, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Agent and (c) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10. Notwithstanding In the foregoing, the provisions of this Section 6.09 and of Section 6.10 below shall not apply to event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower that is a Real Estate or by any Domestic Subsidiary thereof, the Borrower shall, or shall cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10, and the Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the extent the Organizational Documents of such Real Estate Subsidiary or the Property Senior Loan Documents actions referred to which such Real Estate Subsidiary is (or within 30 days of its formation will become) a party expressly prohibit such guaranty or such grant of a lien on Real Property or personal property (it being understood that to the extent not so prohibited, such Real Estate Subsidiary is required by the terms hereof to comply with in Section 6.10).

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates (including by virtue of any statutory division of any such Credit Party) or has any Subsidiary (other than an Excluded Subsidiary, it being understood that any Immaterial Subsidiary ceasing to be an Immaterial Subsidiary shall be deemed to be an acquisition of a Subsidiary for all purposes of this Section 6.09) or Resulting Company that is not already a party to the GuarantyGuaranty or the Security Agreement, such Credit Party will, will promptly, but in any event within 10 Business Days20 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement (as defined in the Guaranty), (b) a joinder to the Security Agreement duly executed by such SubsidiarySubsidiary or Resulting Company, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty and the Security Agreement, as applicable, as a guarantor and grantor thereunder, (bc) resolutions of the Board of Directors or equivalent governing body of such SubsidiarySubsidiary or Resulting Company, certified by the Secretary or an Assistant Secretary of such SubsidiarySubsidiary or Resulting Company, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents to which such Subsidiary or Resulting Company is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (cd) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10. Notwithstanding the foregoing, the provisions of this Section 6.09 and of Section 6.10 below shall not apply to any Subsidiary of the Borrower that is a Real Estate Subsidiary to the extent the Organizational Documents of such Real Estate Subsidiary or the Property Senior Loan Documents to which such Real Estate Subsidiary is (or within 30 days of its formation will become) a party expressly prohibit such guaranty or such grant of a lien on Real Property or personal property (it being understood that to the extent not so prohibited, such Real Estate Subsidiary is required by the terms hereof to comply with Section 6.10).

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary that is not already a party to the Guaranty, such Credit Party will, will promptly, but in any event within 10 Business Days, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative any Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Agent Agents and (c) to the extent applicable, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10. Notwithstanding In the foregoing, the provisions of this Section 6.09 and of Section 6.10 below shall not apply to event that any Person becomes a Foreign Subsidiary of a Borrower, and the ownership interests of such Foreign Subsidiary are owned by a Borrower that is a Real Estate or by any Domestic Subsidiary thereof, such Borrower shall, or shall cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10(b), and such Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the extent the Organizational Documents of such Real Estate Subsidiary or the Property Senior Loan Documents actions referred to which such Real Estate Subsidiary is (or within 30 days of its formation will become) a party expressly prohibit such guaranty or such grant of a lien on Real Property or personal property (it being understood that to the extent not so prohibited, such Real Estate Subsidiary is required by the terms hereof to comply with in Section 6.106.10(b).

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Subsidiary that is not already a party to the Guaranty, such Credit Party will, promptly, but in any event within 10 Business Days, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Agent and (c) all such documents, instruments, 67 agreements, and certificates as are similar to those described in Section 6.10. Notwithstanding the foregoing, the provisions of this Section 6.09 and of Section 6.10 below shall not apply to any Subsidiary of the Borrower that is a Real Estate Subsidiary to the extent the Organizational Documents of such Real Estate Subsidiary or the Property Senior Loan Documents to which such Real Estate Subsidiary is (or within 30 days of its formation will become) a party expressly prohibit such guaranty or such grant of a lien on Real Property or personal property (it being understood that to the extent not so prohibited, such Real Estate Subsidiary is required by the terms hereof to comply with Section 6.10).

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Subsidiary that is not already a party to the Guaranty, such Credit Party will, promptly, but in any event within 10 Business Days, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Agent and (c) all such documents, instruments, 68 agreements, and certificates as are similar to those described in Section 6.10. Notwithstanding the foregoing, the provisions of this Section 6.09 and of Section 6.10 below shall not apply to any Subsidiary of the Borrower that is a Real Estate Subsidiary to the extent the Organizational Documents of such Real Estate Subsidiary or the Property Senior Loan Documents to which such Real Estate Subsidiary is (or within 30 days of its formation will become) a party expressly prohibit such guaranty or such grant of a lien on Real Property or personal property (it being understood that to the extent not so prohibited, such Real Estate Subsidiary is required by the terms hereof to comply with Section 6.10).

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary that is not an Excluded Subsidiary and that is not already a party to the Guaranty, such Credit Party will, will promptly, but in any event within 10 Business Days30 days or such longer period as the Administrative Agent may agree, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (c) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10. Notwithstanding In the foregoing, the provisions of this Section 6.09 and of Section 6.10 below shall not apply to event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower that is a Real Estate or by any Domestic Subsidiary thereof, the Borrower shall, or shall cause such Domestic Subsidiary to, deliver all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10, and the Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the extent the Organizational Documents of such Real Estate Subsidiary or the Property Senior Loan Documents actions referred to which such Real Estate Subsidiary is (or within 30 days of its formation will become) a party expressly prohibit such guaranty or such grant of a lien on Real Property or personal property (it being understood that to the extent not so prohibited, such Real Estate Subsidiary is required by the terms hereof to comply with in Section 6.10).

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary that is not already a party to the Guaranty, such Credit Party will, will promptly, but in any event within 10 Business Days30 days, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Agent and (c) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10. Notwithstanding In the foregoing, the provisions of this Section 6.09 and of Section 6.10 below shall not apply to event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower that is a Real Estate or by any Domestic Subsidiary thereof, the Borrower shall, or shall cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10, and the Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the extent the Organizational Documents of such Real Estate Subsidiary or the Property Senior Loan Documents actions referred to which such Real Estate Subsidiary is (or within 30 days of its formation will become) a party expressly prohibit such guaranty or such grant of a lien on Real Property or personal property (it being understood that to the extent not so prohibited, such Real Estate Subsidiary is required by the terms hereof to comply with in Section 6.10).