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 Excluded Subsidiary and 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 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 Excluded Subsidiary and no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall be required to become a GuarantorGuarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. 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. The Loan Parties will cause each of their Material 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 Excluded Subsidiary and no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall be required to become a GuarantorGuarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. 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 Material 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, and within the period of time provided in the first sentence of this Section 6.13, 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) and (i) 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 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 Excluded (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 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 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 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 Excluded Subsidiary and no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall be required to become a GuarantorGuarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. 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.

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 Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Excluded Subsidiary and no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall be required to become a GuarantorGuarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. 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.

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 Excluded (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 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 not less than thirty (30) days after 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, 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 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 Excluded Subsidiary and 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 reasonable discretion) after creating a Subsidiary or acquiring the Equity Interests of any other Person. In connection with the foregoing[***] Certain information contained in this document, the Loan Parties shall deliver to the Administrative Agentmarked by brackets, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01 has been omitted because it is both not material and 6.14 and such other documents or agreements as the Administrative Agent may reasonably requestwould be competitively harmful if publicly disclosed.

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 Excluded Subsidiary and no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall (a) become a Borrower or (b) be required to become a GuarantorGuarantor to the extent such Guaranty would result in a material adverse tax consequence for Borrowers. 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 in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Excluded Subsidiary and no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall be required to become a GuarantorGuarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. 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, substantially the same documentation required pursuant to Sections 4.01 4.01(b) – (f), (j) and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request. Notwithstanding any exclusions set forth above, no Subsidiary may guarantee the ABL Facility that does not also guarantee the Obligations.

Covenant to Guarantee Obligations. The Loan Parties Company will cause each of their Subsidiaries Material Subsidiary (other than any Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty ninety (3090) days after such Material 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 Excluded Subsidiary and 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 GuarantorGuarantor of, or grant or pledge any security to support, any Secured Obligations . In connection therewith, the Loan Parties shall give notice to the Administrative Agent within not less than thirty (30) days after creating a Material Subsidiary (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 4.01(b) and (e) 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 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 Excluded Foreign Subsidiary and no (to the extent such Guaranty would result in a material adverse tax consequence for the CHAR1\1485063v6 Borrower) or Foreign Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Subsidiary Holdco shall be required to become a Guarantor. 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. The Loan Parties will cause each of their Subsidiaries (other than any CFC or a Subsidiary that is held directly or indirectly by 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 in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Excluded Subsidiary and no Subsidiary formed with the intent of becoming an Excluded Subsidiary that meets the requirements to be an Excluded Foreign Subsidiary shall be required to become a GuarantorGuarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty not less than twenty (3020) 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, substantially the same documentation required pursuant to Sections 4.01 4.01(b)-(f) and 6.14 and such other documents or agreements as the Administrative Agent may reasonably request.