Common use of Covenant to Guarantee Obligations Clause in Contracts

Covenant to Guarantee Obligations. (a) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable).

Covenant to Guarantee Obligations. (a) If at any time on or after Upon the Closing Date, (i) any Subsidiary is formation or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor acquisition of any series of debt securities new direct or indirect Material Domestic Subsidiary by any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person Loan Party or (ii) if a Subsidiary of any Person is or Loan Party becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shallMaterial Domestic Subsidiary, at Parentthe Borrower’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following : (A) within 10 Business Days after such formation or acquisition or in the case of clause (i)(zii) above, within 10 days after the delivery of the financial statements required by Section 5.01(d) for the fiscal quarter during which such Subsidiary becomes a written request from the Administrative Agent therefor Material Domestic Subsidiary, cause each such Material Domestic Subsidiary to duly execute and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement supplement to the Guarantee, in form and (ii) upon the reasonable request of substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents (each a “Guarantee Supplement”); (B) within 60 days after such request, formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the Banks, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to (1) such Guarantee Supplement being the legal, valid and binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (2) such other customary documentation matters as the Administrative Agent may reasonably requested request; and (C) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each such additional Subsidiary Guarantor to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each such additional Subsidiary Guarantor to take, all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of the Guarantee. In addition, the Borrower (i) shall comply with the requirements set forth in the definition of “Subsidiary Guarantor” and (ii) may cause any other Subsidiary to become a Subsidiary Guarantor by delivering a Guarantee Supplement to the Guarantee and within 60 days thereafter, deliver to the Administrative Agent, which upon the request of the Administrative Agent in any event will not require the delivery its sole discretion, a signed copy of any documentation other than those that are substantially similar a favorable opinion, addressed to the applicable documents delivered under Sections 3.01(d)Administrative Agent and the Banks, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to (e)A) such Guarantee Supplement being the legal, (g) valid and binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (hB) (and appropriate local counsel opinions substantially similar in scope to those delivered on such other matters as the Closing Date, if applicable)Administrative Agent may reasonably request.

Covenant to Guarantee Obligations. If any Subsidiary of the Borrower becomes (and remains) a guarantor with respect to any Debt of the type described in clause (a) If at any time on or after of the Closing Datedefinition thereof of the Borrower with an aggregate principal amount outstanding in excess of $100,000,000, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, then in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of case at the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at ParentBorrower’s expense, as soon as reasonably practicable (and in no event more than 30 within 60 days after such Subsidiary becoming a guarantor with respect to such Debt (or such longer time period as the Administrative Agent shall may agree)) following , cause each such Subsidiary (A) in the case of such capacity and after complying with this clause (i)(z) aboveh), a written request from the Administrative Agent therefor and (B“Guarantor”) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing duly execute and delivering deliver to the Administrative Agent a Joinder Agreement guaranty supplement substantially in the form of Exhibit G attached hereto (a “Guaranty Supplement”) which guarantee shall be on at least a pari passu basis with the guarantee of such other Debt and (ii) deliver to the Administrative Agent, upon the reasonable request of the Administrative AgentAgent in its sole discretion, deliver (A) a signed copy of a customary opinion, addressed to the Administrative Agent and the other Lenders, of counsel for such Guarantor and reasonably acceptable to the Administrative Agent (which counsel may be in-house counsel) as to (I) the Guaranty and such Guaranty Supplement being legal, valid and binding obligations of each Guarantor party thereto enforceable in accordance with their terms (subject to customary exceptions, including for bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law), and (II) such other customary documentation matters as the Administrative Agent may reasonably request, and (B) such documents and certificates relating to the organization, existence and good standing, if applicable, of such Guarantor as shall be reasonably requested by the Administrative AgentAgent (it being understood, which in the case of clauses (A) and (B), that (x) the Administrative Agent shall in no event be entitled to request opinions, certificates or documents pursuant to such clauses that are more burdensome to the Borrower or any of its Subsidiaries than the opinions, documents and certificates delivered by the Borrower pursuant to Section 4.01(b) and (c) on the Effective Date (the “Borrower Closing Deliverables”) and (y) in the event will not require the delivery of any documentation other than those that a Guarantor delivers opinions, documents and certificates relating to it that are substantially similar consistent with the Borrower Closing Deliverables, then it shall be deemed to the applicable documents delivered under Sections 3.01(d), have satisfied its obligations pursuant to clause (e), (gii) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicableof this sentence).

Covenant to Guarantee Obligations. If any Subsidiary of the Borrower becomes (and remains) a guarantor with respect to any Debt of the type described in clause (a) If at any time on or after of the Closing Datedefinition thereof of the Borrower with an aggregate principal amount outstanding in excess of $100,000,000, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, then in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of case at the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at ParentBorrower’s expense, as soon as reasonably practicable (and in no event more than 30 within 60 days after such Subsidiary becoming a guarantor with respect to such Debt (or such longer time period as the Administrative Agent shall may agree)) following , cause each such Subsidiary (A) in the case of such capacity and after complying with this clause (i)(zh), aan “Additional Guarantor”) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing duly execute and delivering deliver to the Administrative Agent a Joinder Agreement guaranty supplement substantially in the form of Exhibit G attached hereto (a “Guaranty Supplement”) which guarantee shall be on at least a pari passu basis with the guarantee of such other Debt and (ii) deliver to the Administrative Agent, upon the reasonable request of the Administrative AgentAgent in its sole discretion, deliver (A) a signed copy of a customary opinion, addressed to the Administrative Agent and the other Lenders, of counsel for such Guarantor and reasonably acceptable to the Administrative Agent (which counsel may be in-house counsel) as to (I) the Guaranty and such Guaranty Supplement being legal, valid and binding obligations of each Guarantor party thereto enforceable in accordance with their terms (subject to customary exceptions, including for bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law), and (II) such other customary documentation matters as the Administrative Agent may reasonably request, and (B) such documents and certificates relating to the organization, existence and good standing, if applicable, of such Guarantor as shall be reasonably requested by the Administrative AgentAgent (it being understood, which in the case of clauses (A) and (B), that (x) the Administrative Agent shall in no event be entitled to request opinions, certificates or documents pursuant to such clauses that are more burdensome to the Borrower or any of its Subsidiaries than the opinions, documents and certificates delivered by the Borrower pursuant to Section 4.01(b) and (c) on the Effective Date (the “Borrower Closing Deliverables”) and (y) in the event will not require the delivery of any documentation other than those that a Guarantor delivers opinions, documents and certificates relating to it that are substantially similar consistent with the Borrower Closing Deliverables, then it shall be deemed to the applicable documents delivered under Sections 3.01(d), have satisfied its obligations pursuant to clause (e), (gii) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicableof this sentence).

Covenant to Guarantee Obligations. (a1) If at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable).

Covenant to Guarantee Obligations. 104 (a) If at Cause any time on or after the Closing Date, Material Domestic Subsidiary (other than (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person Subsidiary or (ii) any Person a merger subsidiary formed in connection with a merger or acquisition, including an Acquisition permitted hereunder, so long as such merger subsidiary is merged out of existence pursuant to and immediately upon the consummation of such transaction) formed or otherwise purchased or acquired after the Third Amendment Effective Date, or which becomes a direct or indirect parent entity of the Company that holds any material assets Subsidiary (other than the Equity Interests of the Company (x) an Excluded Subsidiary or (y) a parent entity of the Company) merger subsidiary formed in connection with a merger or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwiseincluding an Acquisition permitted hereunder, Parent shall, at Parent’s expense, so long as soon as reasonably practicable such merger subsidiary is merged out of existence pursuant to and immediately upon the consummation of such transaction) after the Third Amendment Closing Date to promptly (and in no any event more than 30 within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent shall agreein its reasonable discretion)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor hereunder by executing way of execution of a Guaranty. (b) If any other Subsidiary becomes a Material Domestic Subsidiary after the Third Amendment Effective Date, cause such Subsidiary to promptly (and delivering in any event within thirty (30) days after the next following date on which a Compliance Certificate is required to be delivered pursuant to Section 6.02(a) (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion), become a Joinder Agreement Guarantor hereunder by way of execution of a Guaranty. (c) In connection with the addition of a Guarantor under clauses (a) and (iib) upon above, the reasonable request of Loan Parties shall deliver to the Administrative Agent, deliver with respect to each new Guarantor to the extent applicable, (i) such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a), (ii) a favorable opinion of counsel to such Subsidiary located in the jurisdiction of organization of such Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agent such Agent, (iii) other customary documentation and other evidence as reasonably requested by the Administrative Agent, which Agent or any Lender in any event will not require the delivery of any documentation other than those that are substantially similar to the connection with applicable documents delivered under Sections 3.01(d), (e), (g) “know your customer” and anti-money-laundering rules and regulations and (hiv) (and appropriate local counsel opinions substantially similar in scope to those delivered on such other documents or agreements as the Closing DateAdministrative Agent may reasonably request, if applicable).including without limitation, an updated Schedule 5.13. ARTICLE VII. NEGATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Limited shall not, nor shall it permit any Subsidiary to, directly or indirectly: 7.01

Covenant to Guarantee Obligations. (a) If at Cause any time on Material Domestic Subsidiary (other than (i) an Excluded Subsidiary or (ii) a merger subsidiary formed in connection with a merger or acquisition, including an Acquisition permitted hereunder, so long as such merger subsidiary is merged out of existence pursuant to and immediately upon the consummation of such transaction) formed or otherwise purchased or acquired after the Closing Date, or which becomes a Subsidiary (i) any Subsidiary is or becomes other than (x) the issuer an Excluded Subsidiary or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) a merger subsidiary formed in connection with a merger or acquisition, including an Acquisition permitted hereunder, so long as such merger subsidiary is merged out of existence pursuant to and immediately upon the guarantor consummation of such transaction) after the Closing Date to promptly (and in any series of debt securities or any syndicated credit facilities of Parent or event within thirty (z30) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, days after such Subsidiary is not an Excluded Person formed or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than 30 days acquired (or such longer period of time as agreed to by the Administrative Agent shall agreein its reasonable discretion)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing way of execution of a Guaranty Supplement. (b) If any other Subsidiary becomes a Material Domestic Subsidiary after the Closing Date, cause such Subsidiary to promptly (and delivering in any event within thirty (30) days after the next following date on which a Compliance Certificate is required to be delivered pursuant to Section 6.02(a) (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)), become a Joinder Agreement Guarantor by way of execution of a Guaranty Supplement. (c) In connection with the addition of a Guarantor under clauses (a) and (iib) upon above, the reasonable request of Loan Parties shall deliver to the Administrative Agent, deliver with respect to each new Guarantor to the extent applicable, (i) such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a), (ii) a favorable opinion of counsel to such Subsidiary located in the jurisdiction of organization of such Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agent such Agent, (iii) other customary documentation and other evidence as reasonably requested by the Administrative Agent, which Agent or any Lender in any event will not require the delivery of any documentation other than those that are substantially similar to the connection with applicable documents delivered under Sections 3.01(d), (e), (g) “know your customer” and anti-money-laundering rules and regulations and (hiv) (and appropriate local counsel opinions substantially similar in scope to those delivered on such other documents or agreements as the Closing DateAdministrative Agent may reasonably request, if applicable)including without limitation, an updated Schedule 5.13.

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrower and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than the Borrower or a direct Subsidiary of Ultimate Parent, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) that, at any time after the Effective Date, provides a Guarantee of third party Indebtedness of Ultimate Parent or any of its Subsidiaries (including, after consummation of the Allergan Acquisition, third party Indebtedness of the Allergan Acquired Business) in an aggregate principal amount or commitment amount exceeding $350,000,000, to deliver (a) If at in the case of any time Subsidiary that so provides a Guarantee on or after prior to the Closing Date, (i) any Subsidiary is or becomes (x) on the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) Closing Date and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (iib) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than within 30 days (or such longer period later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent shall agree)Agent) following (A) in the case of clause (i)(z) abovesuch Subsidiary providing such Guarantee, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent (i) a Joinder Agreement duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee and such Subsidiary Guarantor Counterpart and (ii) upon documents of the reasonable request types referred to in Sections 4.01(b)(i) and 4.01(d) and opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (A) any Subsidiary that, deliver on the Effective Date, is a borrower or a guarantor under the WC Term Loan Credit Agreement unless such Subsidiary has provided a Guarantee of (1) the Actavis Revolving Credit Agreement, (2) the Existing Actavis Term Loan Credit Agreement or (3) any other third party Indebtedness of Ultimate Parent or any Subsidiary (including the Allergan Bridge Facility) in an aggregate principal amount or commitment amount exceeding $350,000,000 or (B) any Foreign Subsidiary, if the provision of an Obligations Guarantee by such Foreign Subsidiary would give rise to adverse tax consequences to Ultimate Parent and its Subsidiaries, as reasonably determined by Ultimate Parent. In the Administrative Agent case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation Indebtedness (other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered as a result of collection on the Closing Date, if applicableits Guarantee of such other Indebtedness).

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrower and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than the Borrower or a direct Subsidiary of Ultimate Parent, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) that, at any time after the Effective Date, provides a Guarantee of third party Indebtedness of Ultimate Parent or any of its Subsidiaries (including, after consummation of the Allergan Acquisition, third party Indebtedness of the Allergan Acquired Business) in an aggregate principal amount or commitment amount exceeding $350,000,000, to deliver (a) If at in the case of any time Subsidiary that so provides a Guarantee on or after prior to the Closing Date, (i) any Subsidiary is or becomes (x) on the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) Closing Date and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (iib) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than within 30 days (or such longer period later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent shall agree)Agent) following (A) in the case of clause (i)(z) abovesuch Subsidiary providing such Guarantee, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent (i) a Joinder Agreement duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee and such Subsidiary Guarantor Counterpart and (ii) upon documents of the reasonable request types referred to in Sections 4.01(b)(i) and 4.01(d) and opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (A) any Subsidiary that, deliver on the Effective Date, is a borrower or a guarantor under the WC Term Loan Credit Agreement unless such Subsidiary has provided a Guarantee of (1) the Actavis Revolving Credit Agreement, (2) the Existing Actavis Term Loan Credit Agreement or (3) any other third party Indebtedness of Ultimate Parent or any Subsidiary (including the Allergan Acquisition Term Facilities) in an aggregate principal amount or commitment amount exceeding $350,000,000 or (B) any Foreign Subsidiary, if the provision of an Obligations Guarantee by such Foreign Subsidiary would give rise to adverse tax consequences to Ultimate Parent and its Subsidiaries, as reasonably determined by Ultimate Parent. In the Administrative Agent case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation Indebtedness (other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered as a result of collection on the Closing Date, if applicableits Guarantee of such other Indebtedness).

Covenant to Guarantee Obligations. (a) If at Cause any time on or after the Closing Date, Material Domestic Subsidiary (other than (i) any Subsidiary is or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person Subsidiary or (ii) any Person a merger subsidiary formed in connection with a merger or acquisition, including an Acquisition permitted hereunder, so long as such merger subsidiary is merged out of existence pursuant to and immediately upon the consummation of such transaction) formed or otherwise purchased or acquired after the Third Amendment Effective Date, or which becomes a direct or indirect parent entity of the Company that holds any material assets Subsidiary (other than the Equity Interests of the Company (x) an Excluded Subsidiary or (y) a parent entity of the Company) merger subsidiary formed in connection with a merger or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwiseincluding an Acquisition permitted hereunder, Parent shall, at Parent’s expense, so long as soon as reasonably practicable such merger subsidiary is merged out of existence pursuant to and immediately upon the consummation of such transaction) after the Third Amendment Closing Date to promptly (and in no any event more than 30 within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent shall agreein its reasonable discretion)) following (A) in the case of clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor hereunder by executing way of execution of a Guaranty. (b) If any other Subsidiary becomes a Material Domestic Subsidiary after the Third Amendment Effective Date, cause such Subsidiary to promptly (and delivering in any event within thirty (30) days after the next following date on which a Compliance Certificate is required to be delivered pursuant to Section 6.02(a) (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion), become a Joinder Agreement Guarantor hereunder by way of execution of a Guaranty. (c) In connection with the addition of a Guarantor under clauses (a) and (iib) upon above, the reasonable request of Loan Parties shall deliver to the Administrative Agent, deliver with respect to each new Guarantor to the extent applicable, (i) such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a), (ii) a favorable opinion of counsel to such Subsidiary located in the jurisdiction of organization of such Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agent such Agent, (iii) other customary documentation and other evidence as reasonably requested by the Administrative Agent, which Agent or any Lender in any event will not require the delivery of any documentation other than those that are substantially similar to the connection with applicable documents delivered under Sections 3.01(d), (e), (g) “know your customer” and anti-money-laundering rules and regulations and (hiv) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable).such other documents or agreements as the

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any Borrower or a direct Subsidiary of Ultimate Parent, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) that, at any time after the Effective Date, provides a Guarantee of third party Indebtedness of Ultimate Parent or any of its Subsidiaries (including, after consummation of the Allergan Acquisition, third party Indebtedness of the Allergan Acquired Business) in an aggregate principal amount or commitment amount exceeding $350,000,000, to deliver (a) If at in the case of any time Subsidiary that so provides a Guarantee on or after prior to the Closing Date, (i) any Subsidiary is or becomes (x) on the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) Closing Date and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person or (iib) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets (other than the Equity Interests of the Company or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably practicable (and in no event more than within 30 days (or such longer period later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent shall agree)Agent) following (A) in the case of clause (i)(z) abovesuch Subsidiary providing such Guarantee, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent (i) a Joinder Agreement duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee and such Subsidiary Guarantor Counterpart and (ii) upon documents of the reasonable request types referred to in Sections 4.01(b)(i) and 4.01(d) and opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (A) any Subsidiary that, deliver on the Effective Date, is a borrower or a guarantor under the WC Term Loan Credit Agreement unless such Subsidiary has provided a Guarantee of (1) the Actavis Revolving Credit Agreement, (2) the Existing Actavis Term Loan Credit Agreement or (3) any other third party Indebtedness of Ultimate Parent or any Subsidiary (including the Allergan Acquisition Term Facilities and the Allergan Bridge Facility) in an aggregate principal amount or commitment amount exceeding $350,000,000 or (B) any Foreign Subsidiary, if the provision of an Obligations Guarantee by such Foreign Subsidiary would give rise to adverse tax consequences to Ultimate Parent and its Subsidiaries, as reasonably determined by Ultimate Parent. In the Administrative Agent case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation Indebtedness (other than those that are substantially similar to the applicable documents delivered under Sections 3.01(d), (e), (g) and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered as a result of collection on the Closing Date, if applicableits Guarantee of such other Indebtedness).

Covenant to Guarantee Obligations. (a) If at any time on or after After the Closing Effective Date, upon (i) any Subsidiary is the formation or becomes (x) the issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor acquisition of any series of debt securities or any syndicated credit facilities of Parent or Material Domestic Subsidiary (z) the issuer or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in each case, such Subsidiary is not an Excluded Person Subsidiary) that is a First Tier Domestic Subsidiary or a Second Tier Domestic Subsidiary, or (ii) any Person is or becomes a direct or indirect parent entity of the Company that holds any material assets Subsidiary (other than the Equity Interests of the Company an Excluded Subsidiary) becoming a Material Domestic Subsidiary that is either a First Tier Domestic Subsidiary or a parent entity of the Company) or owes any material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shallSecond Tier Domestic Subsidiary, at Parent’s the Borrower's expense, as soon as reasonably practicable : (and in no event more than A) within 30 days (or such longer period of time as agreed to by the Administrative Agent shall agree)Agent) following (A) after such formation or acquisition or, in the case of clause (i)(zii) above, a written request from within 30 days (or such longer period of time as agreed to by the Administrative Agent therefor Agent) after the delivery of the financial statements required by Section 5.01(d) for the fiscal quarter during which such Subsidiary becomes a Material Domestic Subsidiary that is a First Tier Subsidiary or a Second Tier Subsidiary, cause each such Material Domestic Subsidiary to execute and (B) otherwise, such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, to cause such Person to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a Joinder Agreement supplement to the Guarantee, in form and (ii) upon the reasonable request of substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties' Obligations under the Loan Documents (each a "Guarantee Supplement"); (B) within 60 days (or such longer period of time as agreed to by the Administrative Agent) after such request, formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the Banks, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to (1) such Guarantee Supplement being the legal, valid and binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (2) such other customary documentation matters as the Administrative Agent may reasonably requested request; and (C) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each such additional Subsidiary Guarantor to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each such additional Subsidiary Guarantor to take, all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of the Guarantee. In addition, the Borrower (i) shall comply with the requirements set forth in the definition of "Subsidiary Guarantor" and (ii) may cause any other Subsidiary to become a Subsidiary Guarantor by delivering a Guarantee Supplement to the Guarantee and within 60 days (or such longer period of time as agreed to by the Administrative Agent) thereafter, which in any event will not require the delivery of any documentation other than those that are substantially similar deliver to the applicable documents delivered under Sections 3.01(d)Administrative Agent, upon the request of the Administrative Agent in its sole discretion, an opinion of counsel for the Loan Parties, addressed to the Administrative Agent and the Banks and reasonably acceptable to the Administrative Agent as to (e)A) such Guarantee Supplement being the legal, (g) valid and binding obligations of each additional Subsidiary Guarantor party thereto enforceable in accordance with its terms and (hB) (and appropriate local counsel opinions substantially similar in scope to those delivered on such other matters as the Closing Date, if applicable)Administrative Agent may reasonably request.