Common use of Covenant to Guarantee Obligations Clause in Contracts

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than any CFC or any direct or indirect Subsidiary of a CFC) whether newly formed, after acquired or otherwise existing (within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their reasonable discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no 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. In connection therewith, the Loan Parties shall give notice to the Administrative Agent (for prompt distribution to the Lenders) not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, for prompt distribution to the Lenders, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to clauses (b)-(e) and (j) of Article IV and 6.13 and such other documents or agreements as the Lenders may reasonably request, including without limitation, updated schedules to the Perfection Certificate.

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than (i) any CFC or any direct a Subsidiary that is held directly or indirect Subsidiary of indirectly by a CFCCFC and (ii) subject to Section 7.17, AEC) 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 Required Lenders Lender in their its reasonable discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no 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. In connection therewith, the Loan Parties shall give notice to the Administrative Agent (for prompt distribution to the Lenders) Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Lender in their its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, for prompt distribution to the LendersLender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to clauses Sections 4.01 (b)-(eb) and – (f), (j) of Article IV and 6.13 and such other documents or agreements as the Lenders Lender may reasonably request, including without limitation, updated schedules to the Perfection Certificate.

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than any CFC or any direct or indirect Subsidiary of a CFCCFCExcluded 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 Required Lenders Administrative Agent in their its reasonable discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no 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. In connection therewith, the Loan Parties shall give notice to the Administrative Agent (for prompt distribution to the Lenders) not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Administrative Agent in their its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, for prompt distribution to the Lenders, with respect to each new Guarantor to the extent applicable, the Collateral Documents and substantially the same documentation required pursuant to clauses Sections 4.01(b) – (b)-(eh) and (j) of Article IV and 6.13 6.14 and such other documents or agreements as the Lenders Administrative Agent may reasonably request, including without limitation, updated schedules to the Perfection Certificate.

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than any CFC or any direct or indirect Subsidiary of a CFC) whether newly formed, after acquired or otherwise existing (within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders Lender in their its reasonable discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no 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. In connection therewith, the Loan Parties shall give notice to the Administrative Agent (for prompt distribution to the Lenders) Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Lender in their its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, for prompt distribution to the LendersLender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to clauses (b)-(e) and (j) of Article IV and 6.13 and such other documents or agreements as the Lenders Lender may reasonably request, including without limitation, updated schedules to the Perfection Certificate.

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than any CFC or any direct or indirect Subsidiary of a CFCExcluded Subsidiary) whether newly formed, after acquired or otherwise existing (including, without limitation, (x) upon the formation of any Subsidiary that is a Division Successor, and (y) any Person ceasing to be an Excluded Subsidiary) to promptly (and in any event within thirty sixty (3060) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders Administrative Agent in their reasonable its sole discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, provided that no Foreign Subsidiary that is a CFC (or any Domestic Subsidiary thereof) shall be required to become a Guarantor to the extent such Guaranty would reasonably be expected to result in a material adverse tax U.S. Tax consequence for the Borrower pursuant to Section 956 of the Code or otherwise (as reasonably determined in good faith by the Borrower). In connection therewith, the Loan Parties shall give notice to the Administrative Agent (for prompt distribution to the Lenders) not less than ten fifteen (1015) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Administrative Agent in their reasonable its sole discretion)) prior to 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, for prompt distribution to the Lenders, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to the applicable clauses (b)-(e) of Sections 4.01 and (j) of Article IV and 6.13 6.14 and such other documents or agreements as the Lenders Administrative Agent may reasonably request, including without limitation, updated schedules to the Perfection Certificate.

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than any CFC or any direct or indirect Subsidiary of 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 Required Lenders Administrative Agent in their its reasonable discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, no Foreign 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 to the extent such Guaranty would result in a material adverse tax consequence for the BorrowerGuarantor. In connection therewith, the Loan Parties shall give notice to the Administrative Agent within thirty (for prompt distribution to the Lenders) not less than ten (1030) days prior to creating a Subsidiary (or such shorter longer period of time as agreed to by the Required Lenders Administrative Agent in their 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, for prompt distribution to the Lenders, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to clauses (b)-(e) Sections 4.01 and (j) of Article IV and 6.13 6.14 and such other documents or agreements as the Lenders Administrative Agent may reasonably request, including without limitation, updated schedules to the Perfection Certificate.

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than any CFC or any direct or indirect Subsidiary of 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 Required Lenders Lender in their its reasonable discretion)) to become (a) a Guarantor hereunder by way of execution of a Guaranty Joinder Agreementand (b) a party to the Security Agreement by way of execution of a Security Agreement Joinder; provided, however, no 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. In connection therewith, the Loan Parties shall give notice to the Administrative Agent (for prompt distribution to the Lenders) Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Lender in their its reasonable discretion), or acquiring the Equity 71585517_5 Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, for prompt distribution to the LendersLender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to clauses Sections 4.01(b) through (b)-(ef) and (jSection 4.01(h) of Article IV and 6.13 6.14 and such other documents or agreements as the Lenders Lender may reasonably request, including without limitation, updated schedules to the Perfection Certificate.

Covenant to Guarantee Obligations. (a) The Loan Parties will cause each of their Subsidiaries (other than any CFC or any direct or indirect Subsidiary of 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 Required Lenders Agent in their its reasonable discretion)) to 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 Foreign Subsidiary shall (a) become a Borrower or (b) be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the BorrowerBorrowers. In connection therewith, the Loan Parties shall give notice to the Administrative Agent (for prompt distribution to the Lenders) not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Required Lenders Agent in their reasonable discretionits 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, for prompt distribution to the Lenders, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to clauses Sections 6.1(b), (b)-(ec), (f) – (i), and (j) of Article IV and 6.13 9.1.11 and such other documents or agreements as the Lenders Agent may reasonably request. Notwithstanding any exclusions set forth above, including without limitation, updated schedules to no Subsidiary may guarantee the Perfection CertificateTerm Loan Facility that does not also guarantee the Obligations (or is a Borrower hereunder).