Common use of Covenant to Guarantee Obligations Clause in Contracts

Covenant to Guarantee Obligations. (a) If any Domestic Subsidiary of the Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) the Borrower shall give prompt notice to the Administrative Agent of such fact and (ii) within 10 Business Days after such event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shall, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty substantially in the form annexed as Exhibit E (each as amended, amended and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. (b) Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the Borrower.

Covenant to Guarantee Obligations. (a) If any Domestic Subsidiary of the Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) the Borrower shall give prompt notice to the Administrative Agent of such fact and (ii) within 10 Business Days after such event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shall, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty substantially in the form annexed as Exhibit E (each as amended, amended and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. (b) Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the Borrower.

Covenant to Guarantee Obligations. Within 30 days (or such later time as may be reasonably requested in writing by Parent and accepted by the Administrative Agent) of the designation of any Subsidiary as a guarantor under any other Indebtedness (other than the Obligations) of the Borrower owing to any Person other than Parent or its Subsidiaries in an aggregate principal amount exceeding $200,000,000 after the Closing Date, Parent shall (a) If any Domestic cause each such Subsidiary of the Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) the Borrower shall give prompt notice deliver to the Administrative Agent Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Guaranty and such fact Subsidiary Guarantor Counterpart and (iib) within 10 Business Days after such event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shall, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty documents of the types referred to in Section 4.01(a)(iii) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)) in form and substance substantially in similar to the form annexed opinions of counsel attached hereto as Exhibit E (each as amendedH, amended all in form, content and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered scope reasonably satisfactory to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. (b) Agent. Notwithstanding the foregoing, in the case of a Foreign Subsidiary, if at any time such Guarantee would give rise to adverse tax consequences as reasonably determined by Parent, such Subsidiary shall not be required to become a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the BorrowerGuarantor.

Covenant to Guarantee Obligations. (a) If any Domestic Subsidiary of the Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) the Borrower shall give prompt notice to the Administrative Agent of such fact and (ii) within 10 ten Business Days after such event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shall, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty substantially in the form annexed as Exhibit E (each as amended, amended and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. (b) Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the Borrower.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries (aother than any Nonmaterial Subsidiary or CFC or a Subsidiary that is held directly or indirectly by a CFC) If whether newly formed, after acquired or otherwise existing (including by division) to promptly (and in any Domestic event within thirty (30) days after such Subsidiary is formed or acquired or, in the case of a Subsidiary that ceases to be a Nonmaterial Subsidiary, not later than the Borrower guarantees (pursuant date on which a Compliance Certificate is delivered for the period in which such Subsidiary ceased to one or more Guarantees) Indebtedness of the Borrower aggregating be a Nonmaterial Subsidiary, in excess of $10,000,000each case, then (i) the Borrower shall give prompt notice to as such time period may be extended by the Administrative Agent in its discretion) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign Subsidiary shall be required to become a Guarantor of Obligations that are not Foreign Obligations to the extent such fact and (ii) within 10 Business Days after such event occurs (or such longer period Guaranty could reasonably be expected to which result in a material adverse tax consequence for the Administrative Agent may agree) Borrower. In connection with the Borrower shallforegoing, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, documents and agreements reasonably requested by the Administrative Agent a guaranty substantially in the form annexed as Exhibit E (each as amendedincluding, amended and restated, modified or otherwise supplementedwithout limitation, a “Subsidiary Guaranty”) joinder agreement to the Loan Documents, an officer’s certificate and (B) contemporaneously cause to be delivered a favorable opinion of counsel, in each case in form and substance reasonably satisfactory to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably requestAgent). (b) Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the Borrower.

Covenant to Guarantee Obligations. (a) If any Domestic Subsidiary of the Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) the Borrower shall give prompt notice to the Administrative Agent of such fact and (ii) within 10 Business Days after such event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shall, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty substantially in the form annexed as Exhibit E (each as amended, amended and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. (b) i. Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the Borrower.

Covenant to Guarantee Obligations. Within 30 days (or such later time as may be reasonably requested in writing by Parent and accepted by the Administrative Agent) of the designation of any Subsidiary as a guarantor under any other Indebtedness (other than the Obligations) of any Borrower owing to any Person other than Parent or its Subsidiaries in an aggregate principal amount exceeding $200,000,000 after the Closing Date, Parent shall (a) If any Domestic cause each such Subsidiary of the Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) the Borrower shall give prompt notice deliver to the Administrative Agent Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Guaranty and such fact Subsidiary Guarantor Counterpart and (iib) within 10 Business Days after such event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shall, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty documents of the types referred to in Section 4.02(a)(iii) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)) in form and substance substantially in similar to the form annexed opinions of counsel attached hereto as Exhibit E (each as amendedH, amended all in form, content and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered scope reasonably satisfactory to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. (b) Agent. Notwithstanding the foregoing, in the case of a Foreign Subsidiary, if at any time such Guarantee would give rise to adverse tax consequences as reasonably determined by Parent, such Subsidiary shall not be required to become a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the BorrowerGuarantor.

Covenant to Guarantee Obligations. At such time as any new direct or indirect Domestic Subsidiary is formed or acquired (including Authentic Fitness and its Subsidiaries as required by, and subject to, Section 8.1.12), cause such new Material Subsidiary that is a wholly owned Subsidiary to (a) If any Domestic Subsidiary of within 30 days thereafter or such later time as the U.S. Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) the Borrower shall give prompt notice to and the Administrative Agent of such fact and shall agree (ii) within 10 Business Days after such but in any event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shallno later than 30 additional days thereafter), at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty substantially supplement to the Subsidiary Guaranty in form and substance reasonably satisfactory to the form annexed as Exhibit E Administrative Agent, provided, however, that the foregoing shall not apply to (each as amendedi) Excluded Subsidiaries (ii) joint ventures or (iii) any Subsidiary organized solely for the purpose of entering into any agreements and transactions referred to in Section 8.2.1(b) to the extent that such agreements require that such Subsidiary not be a guarantor hereunder, amended and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (Bb) contemporaneously cause to be delivered within 30 days after the delivery of such guarantees or such later time as the U.S. Borrower and the Administrative Agent shall agree (but in any event no later than 30 additional days thereafter), deliver to the Administrative Agent a signed copy of a favorable opinion, addressed to the Administrative Agent, of counsel for the Obligors acceptable to the Administrative Agent as to the documents contained in clause (a) above, as to such legal opinionsguarantees being legal, certificates valid and binding obligations of such Domestic Subsidiaries enforceable in accordance with their terms and as to such other customary documents matters as the Administrative Agent shall may reasonably request. (b) Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the Borrower.

Covenant to Guarantee Obligations. Within 30 days (or such later time as may be reasonably requested in writing by Parent and accepted by the Administrative Agent) of the designation of any Subsidiary as a guarantor under any other Indebtedness (other than the Obligations) of the Borrower owing to any Person other than Parent or its Subsidiaries in an aggregate principal amount exceeding $200,000,000 after the Closing Date, Parent shall (a) If any Domestic cause each such Subsidiary of the Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) the Borrower shall give prompt notice deliver to the Administrative Agent Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Guaranty and such fact Subsidiary Guarantor Counterpart and (iib) within 10 Business Days after such event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shall, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty documents of the types referred to in Section 4.01(a)(iii) and opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)) in form and substance substantially in similar to the form annexed opinions of counsel attached hereto as Exhibit E (each as amendedJ, amended all in form, content and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered scope reasonably satisfactory to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. (b) Agent. Notwithstanding the foregoing, in the case of a Foreign Subsidiary, if at any time such Guarantee would give rise to adverse tax consequences as reasonably determined by Parent, such Subsidiary shall not be required to become a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the BorrowerGuarantor.

Covenant to Guarantee Obligations. (a) If any Domestic Subsidiary of the Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) the Borrower shall give prompt notice to Provide the Administrative Agent (who shall promptly notify the Lenders) at least fifteen (15) Business Days’ notice before delivery of such fact and the documents required under Section 7.13(b); (iib) within 10 Business Days after such event occurs Within forty-five (45) days (or such longer period to which as the Administrative Agent may agreeagree in its sole discretion) after the Borrower shall, at its own expense, (A) cause such acquisition or formation of any wholly-owned Domestic Subsidiary (other than an Excluded Domestic Subsidiary) that is a “Material Company or any wholly-owned Domestic Subsidiary Guarantor”(other than an Excluded Domestic Subsidiary) becomes a Material Company and concurrent with (or on such later date as the Administrative Agent may agree in its sole discretion) any Subsidiary providing a Guarantee of any Senior Notes or any Permitted Refinancing thereof or any other Indebtedness with an aggregate outstanding or committed principal amount of the Dollar Equivalent of $150,000,000 or more, cause such Person to duly execute (i) become a Guarantor by executing and deliver delivering to the Administrative Agent a guaranty substantially in the form annexed as Exhibit E (each as amended, amended and restated, modified Guarantor Joinder Agreement or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. deem appropriate for such purpose, and (bii) Notwithstanding deliver to the foregoing, if at any time a Subsidiary Guarantor is no longer Administrative Agent (which shall promptly distribute copies to the guarantor of Indebtedness Lenders) documents of the Borrower aggregating types referred to in excess Sections 5.01(c) and (f) and favorable opinions of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable counsel to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Borrowerdocumentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Covenant to Guarantee Obligations. The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (aand in any event within thirty (30) If any Domestic days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Borrower guarantees (pursuant 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 one or more Guarantees) Indebtedness of be an Excluded Subsidiary shall be required to become a Guarantor. In connection therewith, the Borrower aggregating in excess of $10,000,000, then (i) the Borrower Loan Parties shall give prompt notice to the Administrative Agent of such fact and within thirty (ii30) within 10 Business Days after such event occurs days (or such longer period of time as agreed to which 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 agree) the Borrower shall, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty substantially in the form annexed as Exhibit E (each as amended, amended and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. (b) Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the Borrower.

Covenant to Guarantee Obligations. (a) If any Domestic Subsidiary of the Borrower guarantees (pursuant to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,00010,000,000 (a “Third Party Guaranty”), then (i) the Borrower shall give prompt notice to the Administrative Agent of such fact and (ii) within 10 Business Days after such event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shall, at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty substantially in the form annexed as Exhibit E (each as amended, amended and restated, modified or otherwise supplementedeach, a “Subsidiary Guaranty”) and (B) contemporaneously cause to be delivered to the Administrative Agent such legal opinions, certificates and other customary documents as the Administrative Agent shall reasonably request. (b) Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the Borrower.

Covenant to Guarantee Obligations. (a) If At such time as any new direct or indirect Domestic Subsidiary of the Borrower guarantees that is a Material Subsidiary (pursuant including, without limitation, Authentic Fitness and its Subsidiaries as required by Section 5.01(k) below) is formed or acquired, cause such new Subsidiary that is a wholly owned Subsidiary to one or more Guarantees) Indebtedness of the Borrower aggregating in excess of $10,000,000, then (i) within 30 days thereafter or such later time as the Borrower shall give prompt notice to and the Administrative Agent of such fact and shall agree (ii) within 10 Business Days after such but in any event occurs (or such longer period to which the Administrative Agent may agree) the Borrower shallno later than 30 additional days thereafter), at its own expense, (A) cause such Domestic Subsidiary (a “Subsidiary Guarantor”) to duly execute and deliver to the Administrative Agent a guaranty guarantees, in substantially in the form annexed as of Exhibit E H and otherwise in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Borrower's Obligations under the Loan Documents, provided, however, that the foregoing shall not apply to (each as amendedA) Excluded Subsidiaries, amended and restated, modified or otherwise supplemented, a “Subsidiary Guaranty”) and (B) contemporaneously cause joint ventures or (C) any Subsidiary organized solely for the purpose of entering into any agreements and transactions referred to in Section 5.02(a)(ii) to the extent that such agreements require that such Subsidiary not be delivered a Guarantor hereunder, and (ii) within 30 days after the delivery of such guarantees or such later time as the Borrower and the Administrative Agent shall agree (but in any event no later than 30 additional days thereafter), deliver to the Administrative Agent a signed copy of a favorable opinion, addressed to the Administrative Agent, of counsel for the Loan Parties acceptable to the Administrative Agent as to the documents contained in clause (i) above, as to such legal opinionsguarantees being legal, certificates valid and binding obligations of such Subsidiaries enforceable in accordance with their terms and as to such other customary documents matters as the Administrative Agent shall may reasonably request. (b) Notwithstanding the foregoing, if at any time a Subsidiary Guarantor is no longer the guarantor of Indebtedness of the Borrower aggregating in excess of $10,000,000, then the applicable Subsidiary Guaranty shall cease to be in effect unless at such time an Event of Default has occurred and is continuing; provided, that the requirements of Section 5.10(a) shall remain applicable to such Domestic Subsidiary with respect to subsequent Guarantees of Indebtedness of the Borrower.