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 Lender in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date other than those listed in the signature pages hereof under the heading “Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuing. In connection therewith, the Loan Parties shall give notice to the Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Lender in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Lender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) and (e) and 6.14 and such other documents or agreements as the Lender may reasonably request, including without limitation, updated Schedules 1.01(b), 5.10, 5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d)(i), 5.20(d)(ii), 5.20(e), 5.20(f), and 5.20(g).

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Domestic Subsidiaries (other than any Immaterial 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 Lender Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date other than those listed in the signature pages hereof under the heading “Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuing. In connection therewith, the Loan Parties shall give notice to the Lender Administrative Agent not less than ten (10) days prior to creating a any Domestic Subsidiary (other than an Immaterial Subsidiary) (or such shorter period of time as agreed to by the Lender Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the LenderAdministrative Agent, with respect to each new Guarantor Guarantor, to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b4.01(b),(c),(e),(f) and (ej) (in each case unless waived by the Administrative Agent in its reasonable discretion) and 6.14 and such other documents or agreements as the Lender Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(b1.01(c), 5.10, 5.19(a), 5.19(b5.20(a), 5.20(b), 5.20(c5.21(b) and 5.21(c). Notwithstanding the first sentence of this clause (a), 5.20(d)(i)if upon the formation or Acquisition of an Immaterial Subsidiary, 5.20(d)(ii)the Guarantor Requirement, 5.20(e)as defined in clause (c) below, 5.20(f)would not be satisfied, the Borrower shall cause such Subsidiary (or another Subsidiary) to deliver a Joinder Agreement and 5.20(g)the other items described in this clause (a) in order to satisfy the Guarantor Requirement.

Covenant to Guarantee Obligations. The TheOther than with respect to the Trust Entities, the Loan Parties will cause each of their (a) the Material Domestic 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 becomes a Material Domestic Subsidiary (or such longer period of time as agreed to by the Lender Administrative Agent in its reasonable discretion)) and (b) each other Subsidiary of Holdings that is obligated on (whether as a primary obligor, a guarantor or otherwise) Indebtedness of a Loan Party having an aggregate principal amount of more than the Threshold Amount to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date other than those listed in the signature pages hereof under the heading “Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuing. In connection therewith, the Loan Parties shall give notice to the Lender Administrative Agent not less than ten (10) days prior to following creating a Subsidiary (or such shorter longer period of time as agreed to by the Lender Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person, if such Subsidiary or such Person will become a Material Domestic Subsidiary upon such creation or such acquisition. In connection with the foregoing, the Loan Parties shall deliver to the LenderAdministrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b3.01(b) and through (e) and 6.14 5.14 and such other documents or agreements as the Lender Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(b3.10, 3.19, 3.12, 3.20(a), 5.10, 5.19(a3.20(b), 5.19(b3.21(b), 5.20(b3.21(c), 5.20(c3.21(d)(i), 5.20(d)(i3.21(d)(ii), 5.20(d)(ii3.21(e), 5.20(e), 5.20(f3.21(f), and 5.20(g3.21(g).

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than (i) any CFC, FSHCO or Subsidiary that is held directly or indirectly by a CFC or (ii) any Excluded Subsidiary) whether newly formed, after acquired or otherwise existing (including any Person ceasing to be an Excluded Subsidiary) 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 Lender Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) provided that no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date other than those listed in the signature pages hereof under the heading “Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuingor be treated as a Guarantor to the extent such Guaranty would result in a material adverse Tax consequence for the Borrower or such Foreign Subsidiary. In connection therewith, the Loan Parties shall give notice to the Lender Administrative Agent not less than ten five (105) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Lender Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the LenderAdministrative 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(b) and (e) 4.01 and 6.14 and such other documents or agreements as the Lender Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(b1.01(c), 5.10, 5.12, 5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d)(i), 5.20(d)(ii), 5.20(e), 5.20(f), 5.20(g) and 5.20(g5.20(h).

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 Lender Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date other than those listed in the signature pages hereof under the heading “Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuingGuarantor. In connection therewith, the Loan Parties shall give notice to the Lender Administrative Agent not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Lender Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the LenderAdministrative Agent (unless otherwise waived by the Administrative Agent in its sole discretion in the case of Section 4.01(c)), with respect to each new Subsidiary Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) and ), (c), (e), (f), (n) (including, “know your customer”, PATRIOT Act, sanctions, OFAC, and FCPA diligence, in scope, and with results, satisfactory to the Administrative Agent) and 6.14 and such other documents or agreements as the Lender Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(b), 5.10, 5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d)(i), 5.20(d)(ii), 5.20(e), 5.20(f), and 5.20(g).

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (other than any CFC) whether newly formed, created pursuant to a limited liability company division, 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 Lender Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date other than those listed in the signature pages hereof under the heading “Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuingto 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 Lender Administrative Agent not less than ten (10) days prior to creating (including, without limitation, pursuant to a limited liability company division) a Subsidiary (or such shorter period of time as agreed to by the Lender Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the LenderAdministrative 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 6.14 and such other documents or agreements as the Lender Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(b1.01(c), 5.10, 5.19(a)5.12, 5.19(b5.20(a), 5.20(b), 5.20(c5.21(b), 5.20(d)(i5.21(c), 5.20(d)(ii5.21(d)(i), 5.20(e5.21(d)(ii), 5.20(f5.21(e), 5.21(f), 5.21(g) and 5.20(g5.21(h).

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Material Subsidiaries (other than Excluded 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 Lender Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement (and, as appropriate, a separate security agreement, in substantially the form of the Security Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date other than those listed in the signature pages hereof under the heading “Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuing). In connection therewith, the Loan Parties shall give notice to the Lender Administrative Agent not less than ten five (105) days prior to creating any Material Subsidiary that is a Restricted Subsidiary (or such shorter period of time as agreed to by the Lender Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the LenderAdministrative Agent, with respect to each new Guarantor Guarantor, to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b4.01(b),(c),(d),(e) and (ek) (in each case unless waived by the Administrative Agent in its reasonable discretion) and 6.14 and such other documents or agreements as the Lender Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(b1.01(c), 5.10, 5.19(a), 5.19(b5.20(a), 5.20(b), 5.20(c5.21(b), 5.20(d)(i5.21(d) and 5.21(f). Notwithstanding the first sentence of this clause (a), 5.20(d)(ii)if upon the formation or Acquisition of an Subsidiary that is not a Material Subsidiary and a Restricted Subsidiary, 5.20(e)the Guarantor Requirement, 5.20(f)as defined in clause (c) below, would not be satisfied, Holdings shall cause such Subsidiary (or another Subsidiary) to deliver a Joinder Agreement and 5.20(g)the other items described in this clause (a) in order to satisfy the Guarantor Requirement.

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 Lender in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing date hereofClosing Date other than those listed in the signature pages hereof under the heading “Foreign Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any U.S. Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuing). In connection therewith, the Loan Parties shall give notice to the Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Lender in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Lender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) and (e) and 6.14 and such other documents or agreements as the Lender may reasonably request, including without limitation, updated Schedules 1.01(b), 5.10, 5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d)(i), 5.20(d)(ii), 5.20(e), 5.20(f), and 5.20(g).

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 Lender in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date other than those listed in the signature pages hereof under the heading “Foreign Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuingGuarantor, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any U.S. Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuingGuarantor. In connection therewith, the Loan Parties shall give notice to the Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Lender in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Lender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) and (e) and 6.14 and such other documents or agreements as the Lender may reasonably request, including without limitation, updated Schedules 1.01(b), 5.10, 5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d)(i), 5.20(d)(ii), 5.20(e), 5.20(f), and 5.20(g).”

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 Lender in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, (i) no Foreign Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the Closing Date date hereof other than those listed in the signature pages hereof under the heading “Foreign Guarantor” shall be required to become a Guarantor unless an Event of Default has occurred and is continuing, (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any U.S. Obligations or as otherwise limited in Section 9.01(b) and (iii) no Immaterial Subsidiary shall be required to become a Guarantor unless an Event of Default has occurred and is continuing). In connection therewith, the Loan Parties shall give notice to the Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Lender in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Lender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) and (e) and 6.14 and such other documents or agreements as the Lender may reasonably request, including without limitation, updated Schedules 1.01(b), 5.10, 5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d)(i), 5.20(d)(ii), 5.20(e), 5.20(f), and 5.20(g).