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. 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. (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)(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. 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. The Loan Parties will cause each of their Material Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (aand in any event within thirty (30) If at any time on or days 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 formed or (ii) any Person is acquired or otherwise 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 Material Subsidiary (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 that (a) no Foreign Subsidiary shall be required to become a Guarantor to the extent (i) such Guaranty would result in a material adverse tax or regulatory consequence for any Loan Party or any of its Subsidiaries or (ii) a material impediment to such Foreign Subsidiary becoming a Guarantor (including, without limitation, repatriation limitations) exists under the Laws governing such Foreign Subsidiary and (b) the Loan Parties shall designate one or more Subsidiaries (other than Foreign Subsidiaries subject to clause (a) above) as Material Subsidiaries and cause such Subsidiaries to become Guarantors and take such additional actions of the type described below in this Section to the extent necessary to cause the Obligations of the Borrower to be guaranteed by, and secured by the assets of Subsidiaries that, together with the Borrower, account for at least (i) 90% of the total assets of the Borrower and its Subsidiaries on a Consolidated basis (calculated as of the last day of the Measurement Period most recently ended on or before such date), or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower and (ii) 90% of the revenue of the Borrower and its Subsidiaries on a Consolidated basis (calculated for the Measurement Period most recently ended on or before such date) or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower. For purposes of the foregoing calculations, (x) assets shall be determined as of the last day of the most recently ended fiscal quarter for which financial information is available, (y) revenues shall be determined on a Pro Forma Basis using the results of the Measurement Period of the Borrower most recently ended for which financial information is available, and (z) the assets and revenues of a Subsidiary shall not be deemed to include the assets and revenue of its Subsidiaries. In connection therewith, the Loan Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Material Subsidiary (or such later date as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person who is a Material Subsidiary. 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(b) – (f), (k) and 6.13 and such other documents or agreements as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) abovemay reasonably request, a written request from the Administrative Agent therefor and (B) otherwiseincluding without limitation, 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(dupdated Schedules 1.01(c), (e5.19(a), (g) 5.19(b), 5.20(c), and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable5.20(d).

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Material Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (aand in any event within thirty (30) If at any time on or days 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 formed or (ii) any Person is acquired or otherwise 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 Material Subsidiary (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 that (a) no Foreign Subsidiary shall be required to become a Guarantor to the extent (i) such Guaranty would result in a material adverse tax or regulatory consequence for any Loan Party or any of its Subsidiaries or (ii) a material impediment to such Foreign Subsidiary becoming a Guarantor (including, without limitation, repatriation limitations) exists under the Laws governing such Foreign Subsidiary and (b) the Loan Parties shall designate one or more Subsidiaries (other than Foreign Subsidiaries subject to clause (a) above) as Material Subsidiaries and cause such Subsidiaries to become Guarantors and take such additional actions of the type described below in this Section to the extent necessary to cause the Obligations of the Borrower to be guaranteed by, and secured by the assets of Subsidiaries that, together with the Borrower, account for at least (i) 90% of the total assets of the Borrower and its Subsidiaries on a Consolidated basis (calculated as of the last day of the Measurement Period most recently ended on or before such date), or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower and (ii) 90% of the revenue of the Borrower and its Subsidiaries on a Consolidated basis (calculated for the Measurement Period most recently ended on or before such date) or such lesser amount as may be represented by all operating Domestic Subsidiaries of the Borrower. For purposes of the foregoing calculations, (x) assets shall be determined as of the last day of the most recently ended fiscal quarter for which financial information is available, (y) revenues shall be determined on a Pro Forma Basis using the results of the Measurement Period of the Borrower most recently ended for which financial information is available, and (z) the assets and revenues of a Subsidiary shall not be deemed to include the assets and revenue of its Subsidiaries. In connection therewith, the Loan Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Material Subsidiary (or such later date as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person who is a Material Subsidiary. 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(b) - (f), (k) and 6.13 and such other documents or agreements as the Administrative Agent shall agree)) following (A) in the case of clause (i)(z) abovemay reasonably request, a written request from the Administrative Agent therefor and (B) otherwiseincluding without limitation, 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(dupdated Schedules 1.01(c), (e5.19(a), (g) 5.19(b), 5.20(c), and (h) (and appropriate local counsel opinions substantially similar in scope to those delivered on the Closing Date, if applicable5.20(d).

Covenant to Guarantee Obligations. Within forty-five (a45) 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 of time as is agreed to by the Administrative Agent shall agreein its sole discretion) after the acquisition or formation of any Subsidiary (other than an Excluded Subsidiary), or the designation by the Borrower in its sole discretion of a Foreign Subsidiary to become a Designated Foreign Subsidiary Guarantor or an Immaterial Subsidiary as not being an Excluded Subsidiary, (a) following (A) cause such Person to become a Guarantor hereunder by way of execution of a Joinder Agreement or, in the case of clause (i)(z) abovea Designated Foreign Subsidiary Guarantor, a written request from such other documentation as may be reasonably requested by the Administrative Agent therefor and (B) otherwise, for such Person becoming issuer, co-issuer, borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, Foreign Subsidiary to cause such Person to (i) become a Guarantor by executing Guarantor, all such documentation to be in form and delivering substance reasonably satisfactory to the Administrative Agent a Joinder Agreement and (ii) upon the reasonable request of the Administrative Agent, and (b) 104 provide all other documentation and other information reasonably requested by the Administrative Agent or (through the Administrative Agent) any Lender to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, all in form, content and scope reasonably satisfactory to the Administrative Agent. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) and (e) and Section 6.13 and favorable opinions of counsel to such Person (which should cover, among other things, the legality, binding effect and enforceability) and, with respect to any Designated Foreign Subsidiary Guarantor, the Loan Parties shall deliver such other customary documentation and deliverables, and take such other actions, as reasonably requested by the Administrative Agent, which in any event will not require each case, as are customary in the delivery applicable jurisdiction in connection with the making of any documentation other than those that are substantially similar a Guarantee or granting of a security interest by a Person in such jurisdiction, all in form, content and scope reasonably satisfactory 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)Administrative Agent.