Common use of Covenant Relating to Domestic Subsidiaries Clause in Contracts

Covenant Relating to Domestic Subsidiaries. The Company shall not permit any Domestic Subsidiary to enter into any Guarantee of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement or the SouthTrust Agreement unless at the time of entering into such Guarantee, such Domestic Subsidiary (an “Additional Obligor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder Agreement substantially in the form of Exhibit D hereto pursuant to which such Additional Obligor shall jointly and severally assume all obligations under this Agreement and the Notes, and (ii) a certificate of such Domestic Subsidiary’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of such Joinder Agreement and its enforceability, which opinion shall be satisfactory in all respects to the Required Holders. Upon execution and delivery of any such Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).

Covenant Relating to Domestic Subsidiaries. The Company shall will not permit any Domestic Subsidiary (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement, in each case, for so long as the Dent-A-Med Credit Agreement has not been repaid in full and the commitments thereunder to extend credit terminated) or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Prudential NPA, the Existing Note Purchase Agreement or any other agreement providing for the SouthTrust Agreement incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (an a “Additional ObligorSubsidiary Guarantor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder joinder agreement to the Subsidiary Guarantee Agreement substantially in the form of Exhibit D hereto pursuant Annex 1 thereto (a “Joinder Agreement”), (ii) a duly authorized joinder to which such Additional Obligor shall jointly and severally assume all obligations under this the Intercreditor Agreement and in substantially the Notes, form of Schedule 1 thereto and (iiiii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of such Joinder Agreement the joinder agreements in clauses (i) and its (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders. Upon execution and delivery of any such Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).

Covenant Relating to Domestic Subsidiaries. The Company shall [shall]will not permit any Domestic Subsidiary (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement, in each case, for so long as the Dent-A-Med Credit Agreement has not been repaid in full and the commitments thereunder to extend credit terminated) or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement Agreement, the MetLife NPA, the 2014 Prudential NPA or any other agreement providing for the SouthTrust Agreement incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (an “Additional Obligor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder Agreement substantially in the form of Exhibit D hereto pursuant to which such Additional Obligor shall jointly and severally assume all obligations under this Agreement and the Notes, (ii) a duly authorized joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto and (iiiii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of such Joinder Agreement the joinder agreements in clauses (i) and its (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders. .[ Upon execution and delivery of any such a Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).]

Covenant Relating to Domestic Subsidiaries. The Company shall will not permit any Domestic Subsidiary or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the MetLife NPA, the Existing Note Purchase Agreement or any other agreement providing for the SouthTrust Agreement incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (an a “Additional ObligorSubsidiary Guarantor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder joinder agreement to the Subsidiary Guarantee Agreement substantially in the form of Exhibit D hereto pursuant Annex 1 thereto (a “Joinder Agreement”), (ii) a duly authorized joinder to which such Additional Obligor shall jointly and severally assume all obligations under this the Intercreditor Agreement and in substantially the Notes, form of Schedule 1 thereto and (iiiii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of such Joinder Agreement the joinder agreements in clauses (i) and its (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders. Upon execution and delivery of any such Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).

Covenant Relating to Domestic Subsidiaries. The Company shall not permit any Domestic Subsidiary (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement) or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement Agreement, the MetLife NPA, the 2014 Prudential NPA or any other agreement providing for the SouthTrust Agreement incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (an “Additional Obligor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder Agreement substantially in the form of Exhibit D hereto pursuant to which such Additional Obligor shall jointly and severally assume all obligations under this Agreement and the Notes, (ii) a duly authorized joinder to the Intercreditor Agreement in substantially the form of Schedule 1 thereto and (iiiii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of such Joinder Agreement the joinder agreements in clauses (i) and its (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders. Upon execution and delivery of any such a Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).”

Covenant Relating to Domestic Subsidiaries. The Company shall will not permit any Domestic Subsidiary (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement) or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the MetLife NPA, the Existing Note Purchase Agreement or any other agreement providing for the SouthTrust Agreement incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (an a “Additional ObligorSubsidiary Guarantor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder joinder agreement to the Subsidiary Guarantee Agreement substantially in the form of Exhibit D hereto pursuant Annex 1 thereto (a “Joinder Agreement”), (ii) a duly authorized joinder to which such Additional Obligor shall jointly and severally assume all obligations under this the Intercreditor Agreement and in substantially the Notes, form of Schedule 1 thereto and (iiiii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of such Joinder Agreement the joinder agreements in clauses (i) and its (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders. Upon execution and delivery of any such Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).”

Covenant Relating to Domestic Subsidiaries. The Company shall will not permit any Domestic Subsidiary (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement) or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Prudential NPA, the Existing Note Purchase Agreement or any other agreement providing for the SouthTrust Agreement incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (an a “Additional ObligorSubsidiary Guarantor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder joinder agreement to the Subsidiary Guarantee Agreement substantially in the form of Exhibit D hereto pursuant Annex 1 thereto (a “Joinder Agreement”), (ii) a duly authorized joinder to which such Additional Obligor shall jointly and severally assume all obligations under this the Intercreditor Agreement and in substantially the Notes, form of Schedule 1 thereto and (iiiii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of such Joinder Agreement the joinder agreements in clauses (i) and its (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders. Upon execution and delivery of any such Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).”

Covenant Relating to Domestic Subsidiaries. The Company shall will not permit any Domestic Subsidiary or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the Prudential NPA, the Existing Note Purchase Agreement or any other agreement providing for the SouthTrust Agreement incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (an a “Additional ObligorSubsidiary Guarantor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder joinder agreement to the Subsidiary Guarantee Agreement substantially in the form of Exhibit D hereto pursuant Annex 1 thereto (a “Joinder Agreement”), (ii) a duly authorized joinder to which such Additional Obligor shall jointly and severally assume all obligations under this the Intercreditor Agreement and in substantially the Notes, form of Schedule 1 thereto and (iiiii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of such Joinder Agreement the joinder agreements in clauses (i) and its (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders. Upon execution and delivery of any such Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).

Covenant Relating to Domestic Subsidiaries. The Company shall will not permit any Domestic Subsidiary (other than the Dent-A-Med Entities in the case of the Dent-A-Med Credit Agreement or Progressive Finance solely in respect of its obligations under the DAMI Pledge Agreement, in each case, for so long as the Dent-A-Med Credit Agreement has not been repaid in full and the commitments thereunder to extend credit terminated) or any other Domestic Controlled Affiliate to enter into any Guarantee or otherwise become liable (including as a borrower or co-borrower) in respect of the obligations under the SunTrust Agreement, the SunTrust Loan Facility Agreement, the MetLife NPA, the Existing Note Purchase Agreement or any other agreement providing for the SouthTrust Agreement incurrence of Senior Debt by the Company or any Subsidiary, unless at the time of entering into such Guarantee, such Domestic Subsidiary or Domestic Controlled Affiliate (an a “Additional ObligorSubsidiary Guarantor”) contemporaneously therewith executes and delivers, to each of the holders of the Notes (i) a duly authorized Joinder joinder agreement to the Subsidiary Guarantee Agreement substantially in the form of Exhibit D hereto pursuant Annex 1 thereto (a “Joinder Agreement”), (ii) a duly authorized joinder to which such Additional Obligor shall jointly and severally assume all obligations under this the Intercreditor Agreement and in substantially the Notes, form of Schedule 1 thereto and (iiiii) a certificate of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s secretary or another responsible officer certifying attached copies of such Domestic Subsidiary’s or Domestic Controlled Affiliate’s constitutive documents and relevant resolutions, and an opinion of counsel to such Person regarding the authorization, execution and delivery of such Joinder Agreement the joinder agreements in clauses (i) and its (ii) hereof and their enforceability, which opinion shall be satisfactory in all respects to the Required Holders. Upon execution and delivery of any such Joinder Agreement by an Additional Obligor, this Agreement and the Notes shall be deemed to be amended so that such Additional Obligor shall be an Obligor hereunder and under the Notes without any further action on the part of the Additional Obligor, the Obligors, or any other Person being necessary or required (notwithstanding paragraph 11C).