Common use of Covenant to Guarantee Obligations Clause in Contracts

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30) days (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable sole discretion)) become a Guarantor hereunder by way of execution of a Joinder AgreementAgreement or such other joinder documents as the Administrative Agent shall deem appropriate for such purpose; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a GuarantorBorrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty not less than ten (3010) days prior to creating a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable sole discretion) after creating a Subsidiary ), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 4.01(b), (c), (e) and 6.14 (f) and 6.13 and such other documents or agreements as the Administrative Agent may reasonably request.

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than any CFC or any direct or indirect Subsidiary of a CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent Required Lenders in its their reasonable discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a GuarantorBorrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30for prompt distribution to the Lenders) not less than ten (10) days prior to creating a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent Required Lenders in its their reasonable discretion) after creating a Subsidiary ), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, for prompt distribution to the Lenders, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 clauses (b)-(e) and 6.14 (j) of Article IV and 6.13 and such other documents or agreements as the Administrative Agent Lenders may reasonably request, including without limitation, updated schedules to the Perfection Certificate.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no (i) Foreign Excluded Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30) days (or such longer period of time as agreed to by the Administrative Agent in its [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than any CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Borrower or Guarantor hereunder by way of execution of a Joinder AgreementAgreement (and with respect to any Guarantor, a Guaranty); provided, however, no (i) Foreign Subsidiary shall (a) become a Borrower or (b) be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a GuarantorBorrowers. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty not less than ten (3010) days prior to creating a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary Permitted Discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 6.1(b), (c), (f) – (i), and 6.14 9.1.11 and such other documents or agreements as the Administrative Agent may reasonably request. Notwithstanding any exclusions set forth above, no Subsidiary may guarantee the Term Loan Facility that does not also guarantee the Obligations (or is a Borrower hereunder).

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than any CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent Lender in its reasonable discretion)) become (a) a Guarantor hereunder by way of execution of a Guaranty Joinder Agreementand (b) a party to the Security Agreement by way of execution of a Security Agreement Joinder; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a GuarantorBorrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty Lender not less than ten (3010) days prior to creating a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent Lender in its reasonable discretion) after creating a Subsidiary ), or acquiring the Equity 71585517_5 Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative AgentLender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 4.01(b) through (f) and Section 4.01(h) and 6.14 and such other documents or agreements as the Administrative Agent Lender may reasonably request.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than (i) any CFC or a Subsidiary that is held directly or indirectly by a CFC and (ii) subject to Section 7.17, AEC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent Lender in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a GuarantorBorrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty Lender not less than ten (3010) days prior to creating a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent Lender in its reasonable discretion) after creating a Subsidiary ), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative AgentLender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 (b) – (f), (j) and 6.14 6.13 and such other documents or agreements as the Administrative Agent Lender may reasonably request.

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than any CFC or any direct or indirect Subsidiary of a CFC) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent Lender in its reasonable discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a GuarantorBorrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty Lender not less than ten (3010) days prior to creating a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent Lender in its reasonable discretion) after creating a Subsidiary ), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative AgentLender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 clauses (b)-(e) and 6.14 (j) of Article IV and 6.13 and such other documents or agreements as the Administrative Agent Lender may reasonably request, including without limitation, updated schedules to the Perfection Certificate.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than any Nonmaterial Subsidiary or CFC or a Subsidiary that is held directly or indirectly by a CFC) whether newly formed, after acquired or otherwise existing (including by division) to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or or, in the case of a Subsidiary that ceases to be a Nonmaterial Subsidiary, not later than the date on which a Compliance Certificate is delivered for the period in which such longer Subsidiary ceased to be a Nonmaterial Subsidiary, in each case, as such time period of time as agreed to may be extended by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor of Obligations that are not Foreign Obligations to the extent such Guaranty would could reasonably be expected to result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (30) days (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other PersonBorrower. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 documents and 6.14 and such other documents or agreements as reasonably requested by the Administrative Agent may (including, without limitation, a joinder agreement to the Loan Documents, an officer’s certificate and a favorable opinion of counsel, in each case in form and substance reasonably requestsatisfactory to the Administrative Agent).

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary) whether newly formed, after acquired or otherwise existing (including, without limitation, (x) upon the formation of any Subsidiary that is a Division Successor, and (y) any Person ceasing to be an Excluded Subsidiary) to promptly (and in any event within thirty sixty (3060) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable sole discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, provided that no (i) Foreign Subsidiary that is a CFC (or any Domestic Subsidiary thereof) shall be required to become a Guarantor to the extent such Guaranty would reasonably be expected to result in a material adverse tax U.S. Tax consequence for the Borrower and pursuant to Section 956 of the Code or otherwise (ii) no Subsidiary formed with as reasonably determined in good faith by the intent of becoming an Excluded Subsidiary shall be required to become a GuarantorBorrower). In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty not less than fifteen (3015) days (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable sole discretion) after prior to creating a Subsidiary Subsidiary, or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to the applicable clauses of Sections 4.01 and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than any CFCExcluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty thirtysixty (303060) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no (i) Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower and (ii) no Subsidiary formed with the intent of becoming an Excluded Subsidiary shall be required to become a GuarantorBorrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty not less than ten (3010) days prior to creating a Subsidiary (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) after creating a Subsidiary ), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, the Collateral Documents and substantially the same documentation required pursuant to Sections 4.01 4.01(b) – (h) and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request.