Common use of Covenant to Guarantee Obligations Clause in Contracts

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any 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) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) of such Subsidiary providing such Guarantee, to the Administrative Agent (i) a 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) documents of the 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, 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 and 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 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 Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness).

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any 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) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within Within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) of (a) the designation of any Subsidiary of Intermediate Parent as a guarantor under any other Indebtedness (other than the Obligations and Indebtedness under the WC Term Loan Credit Agreement unless such Subsidiary providing is also a guarantor under the Actavis Revolving Credit Agreement) of the Borrower owing to any Person other than Ultimate Parent or its Subsidiaries in an aggregate principal amount or commitment amount exceeding $350,000,000 or (b) the date that Intermediate Parent or any of its Subsidiaries guarantees Indebtedness of the Acquired Business in an aggregate principal amount or commitment amount exceeding $350,000,000, Intermediate Parent shall (a) cause each such Guarantee, Subsidiary to deliver to the Administrative Agent (i) Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee Guaranty and such Subsidiary Guarantor Counterpart and (iib) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(b)(i) and 4.01(dSection 4.02(a)(iii) and opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ia)) in form and substance substantially similar to the opinions of counsel attached as Exhibit H to the Existing Credit Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that . Notwithstanding the foregoing requirements shall not apply to (A) any Subsidiary thatforegoing, on in the Effective Date, is case of 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 and 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 such 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 case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall not be automatically released at such time as such required to become a Subsidiary no longer Guarantees such other Indebtedness (other than as a result Guarantor. For the avoidance of collection on its Guarantee doubt, prior to the Closing Date, this Article VI shall be solely for the benefit of such other Indebtedness)the Tranche A-1 Lenders.

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any 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) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within Within 30 days (or such later time as may be reasonably requested in writing by Ultimate Intermediate Parent and accepted by the Administrative Agent) of (a) the designation of any Subsidiary of Intermediate Parent as a guarantor under any other Indebtedness (other than the Obligations and Indebtedness under the WC Term Loan Credit Agreement unless such Subsidiary providing is also a guarantor under the Actavis Revolving Credit Agreement) of the Borrower owing to any Person other than Ultimate Parent or its Subsidiaries in an aggregate principal amount or commitment amount exceeding $350,000,000 or (b) the date that any Subsidiary of Intermediate Parent guarantees Indebtedness of the Acquired Business in an aggregate principal amount or commitment amount exceeding $350,000,000, Intermediate Parent shall (i) cause each such Guarantee, Subsidiary to deliver to the Administrative Agent (i) Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee Guaranty and such Subsidiary Guarantor Counterpart and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(b)(i) and 4.01(dSection 4.02(a)(ii) and opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ia)) in form and substance substantially similar to the opinions of counsel attached as Exhibit J, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that . Notwithstanding the foregoing requirements shall not apply to (A) any Subsidiary thatforegoing, on in the Effective Date, is case of 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 and 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 such Guarantee by such Foreign Subsidiary would give rise to adverse tax consequences to Ultimate Parent and its Subsidiaries, as reasonably determined by Ultimate Intermediate Parent. In the case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall not be automatically released at such time as such required to become a Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness)Guarantor.

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any 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) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within Within 30 days (or such later time as may be reasonably requested in writing by Ultimate 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) cause each such Subsidiary providing such Guarantee, to deliver to the Administrative Agent (i) Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee Guaranty and such Subsidiary Guarantor Counterpart and (iib) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(b)(i) and 4.01(dSection 4.01(a)(iii) and opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ia)) in form and substance substantially similar to the opinions of counsel attached hereto as Exhibit H, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that . Notwithstanding the foregoing requirements shall not apply to (A) any Subsidiary thatforegoing, on in the Effective Date, is case of 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 and 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 such 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 case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall not be automatically released at such time as such required to become a Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness)Guarantor.

Covenant to Guarantee Obligations. Within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent, Intermediate Parent, Parent and accepted by the Borrowers and the other Loan Parties will cause each Administrative Agent) of any Subsidiary of Ultimate Parent (other than any the Borrower or a direct Subsidiary of Ultimate Parent, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) thatproviding, at any time after the Third Restatement 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 indebtedness of the Allergan Acquired Business) in an aggregate principal amount or commitment amount exceeding $350,000,000, to deliver (a) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) of cause such Subsidiary providing such Guarantee, to deliver to the Administrative Agent (i) a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee Guaranty and such Subsidiary Guarantor Counterpart and (iib) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(b)(iSection 4.02(a)(iii) and 4.01(d4.02(f) 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 (ia)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (Ai) any Subsidiary that, on the Third Restatement Effective Date, is a borrower or a guarantor under the WC Term Loan Credit Agreement unless such Subsidiary has provided a Guarantee of (1A) the Actavis Revolving Credit Agreement, (2) the Existing Actavis Term Loan Credit Agreement or (3B) any other third party Indebtedness of Ultimate Parent or any Subsidiary (including the Allergan Acquisition Term Facilities and the Allergan Bridge Facility) in an aggregate principal amount or commitment amount exceeding $350,000,000 350,000,000) or (Bii) any Foreign Subsidiary, if the provision of an Obligations Guarantee a Guaranty hereunder 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 case of any Obligations Guarantee Guaranty by a Subsidiary required under this Section 6.12Section, such Obligations Guarantee Guaranty by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other IndebtednessGuarantee).

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any 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) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within Within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) of (a) the designation of any Subsidiary of Intermediate Parent as a guarantor under any other Indebtedness (other than the Obligations and Indebtedness under the WC Term Loan Credit Agreement unless such Subsidiary providing is also a guarantor under the ACT Term Loan Credit and Guaranty Agreement) of the Borrower owing to any Person other than Ultimate Parent or its Subsidiaries in an aggregate principal or commitment amount exceeding $350,000,000 or (b) the date that Intermediate Parent or any of its Subsidiaries guarantees Indebtedness of the Acquired Business in an aggregate principal or commitment amount exceeding $350,000,000, Intermediate Parent shall (a) cause each such Guarantee, Subsidiary to deliver to the Administrative Agent (i) Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee Guaranty and such Subsidiary Guarantor Counterpart and (iib) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(b)(iSection 4.03(a)(iii) and 4.01(d) of the Existing Credit Agreement and opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ia)) in form and substance substantially similar to the opinions of counsel attached hereto as Exhibit J, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that . Notwithstanding the foregoing requirements shall not apply to (A) any Subsidiary thatforegoing, on in the Effective Date, is case of 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 and 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 such 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 case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall not be automatically released at such time as such required to become a Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness)Guarantor.

Covenant to Guarantee Obligations. Within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent, Intermediate Parent, Parent and accepted by the Borrowers and the other Loan Parties will cause each Administrative Agent) of any Subsidiary of Ultimate Parent (other than any a Borrower or a direct Subsidiary of Ultimate Parent, but including, after consummation of the Allergan Acquisition, the Allergan Acquired Business) thatproviding, at any time after the Second Restatement 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 indebtedness of the Allergan Acquired Business) in an aggregate principal amount or commitment amount exceeding $350,000,000, to deliver (a) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) of cause such Subsidiary providing such Guarantee, to deliver to the Administrative Agent (i) a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee Guaranty and such Subsidiary Guarantor Counterpart and (iib) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(b)(i4.02(a)(iii) and 4.01(d4.02(f) of the Original Credit Agreement 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 (ia)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (Ai) any Subsidiary that, on the Second Restatement Effective Date, is a borrower or a guarantor under the WC Actavis Term Loan Agreement or the Actavis Revolving Credit Agreement 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 and the Allergan Bridge Facility) in an aggregate principal amount or commitment amount exceeding $350,000,000 350,000,000), (ii) Actavis Capital, Actavis SCS or Actavis or (Biii) any Foreign Subsidiary, if the provision of an Obligations Guarantee a Guaranty hereunder 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 case of any Obligations Guarantee Guaranty by a Subsidiary required under this Section 6.12Section, such Obligations Guarantee Guaranty by such Subsidiary shall be automatically released at such time as such Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other IndebtednessGuarantee).

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any 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) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within Within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) of (a) the designation of any Subsidiary of Intermediate Parent as a guarantor under any other Indebtedness of any Borrower owing to any Person other than Ultimate Parent or its Subsidiaries in an aggregate principal amount or commitment amount exceeding $350,000,000 or (b) the date that Intermediate Parent or any of its Subsidiaries guarantees Indebtedness of the Acquired Business in an aggregate principal amount or commitment amount exceeding $350,000,000, Intermediate Parent shall (a) cause each such Subsidiary providing such Guarantee, to deliver to the Administrative Agent (i) Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee Guaranty and such Subsidiary Guarantor Counterpart and (iib) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(b)(iSection 4.02(a)(iii) and 4.01(d) of the Existing Credit Agreement and opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ia)) in form and substance substantially similar to the opinions of counsel attached hereto as Exhibit H to the Existing Credit Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that . Notwithstanding the foregoing requirements shall not apply to (A) any Subsidiary thatforegoing, on in the Effective Date, is case of 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 and 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 such 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 case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall not be automatically released at such time as such required to become a Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness)Guarantor.

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers Borrower and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any Borrower or a direct Subsidiary of Ultimate Parentthe Borrower, 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) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwisedeliver, within 30 days (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) of such Subsidiary providing such Guarantee, to the Administrative Agent (ia) a 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 (iib) documents of the types referred to in Sections 4.01(b)(i) and 4.01(d4.01(e) 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 (ia)) in form and substance reasonably satisfactory to the Administrative Agent; provided that the foregoing requirements shall not apply to (Ai) any Subsidiary that, 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, (2A) the Existing Actavis Term Loan Credit Agreement, (B) the New Actavis Term Loan Credit Agreement or (3C) any other third party Indebtedness of Ultimate Parent or any Subsidiary (including the Allergan Acquisition Term Facilities and the Allergan Bridge Facility) in an aggregate principal amount or commitment amount exceeding $350,000,000 or (Bii) 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 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 Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness).

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any 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) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within Within 30 days (or such later time as may be reasonably requested in writing by Ultimate 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) cause each such Subsidiary providing such Guarantee, to deliver to the Administrative Agent (i) Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee Guaranty and such Subsidiary Guarantor Counterpart and (iib) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(b)(i) and 4.01(dSection 4.02(a)(iii) and opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ia)) in form and substance substantially similar to the opinions of counsel attached hereto as Exhibit H, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that . Notwithstanding the foregoing requirements shall not apply to (A) any Subsidiary thatforegoing, on in the Effective Date, is case of 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 and 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 such 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 case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall not be automatically released at such time as such required to become a Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness)Guarantor.

Covenant to Guarantee Obligations. Ultimate Parent, Intermediate Parent, the Borrowers and the other Loan Parties will cause each Subsidiary of Ultimate Parent (other than any 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) in the case of any Subsidiary that so provides a Guarantee on or prior to the Closing Date, on the Closing Date and (b) otherwise, within Within 30 days (or such later time as may be reasonably requested in writing by Ultimate 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) cause each such Subsidiary providing such Guarantee, to deliver to the Administrative Agent (i) Agent, a duly executed Subsidiary Guarantor Counterpart pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Obligations Guarantee Guaranty and such Subsidiary Guarantor Counterpart and (iib) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(b)(i) and 4.01(dSection 4.01(a)(iii) and opinions of counsel to such Subsidiary Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (ia)) in form and substance substantially similar to the opinions of counsel attached hereto as Exhibit J, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that . Notwithstanding the foregoing requirements shall not apply to (A) any Subsidiary thatforegoing, on in the Effective Date, is case of 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 and 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 such 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 case of any Obligations Guarantee by a Subsidiary required under this Section 6.12, such Obligations Guarantee by such Subsidiary shall not be automatically released at such time as such required to become a Subsidiary no longer Guarantees such other Indebtedness (other than as a result of collection on its Guarantee of such other Indebtedness)Guarantor.