Common use of Eligible Subsidiary Guarantor Joinder Requirement Clause in Contracts

Eligible Subsidiary Guarantor Joinder Requirement. Without limiting the requirements under Section 6.14(b), during any time that the Guaranty Requirement is in effect, but in any event not earlier than the date on which the requirements of Section 6.14(a) are required to be completed following the occurrence of the Guaranty Trigger, each Subsidiary at any time owned or acquired that becomes an Eligible Subsidiary Guarantor and is not a party to the Subsidiaries Guaranty and/or Pledge and Security Agreement shall be required to become a Guarantor and in the case of an Eligible Subsidiary Guarantor that is a Domestic Subsidiary which owns Eligible Pledged Securities, a Pledgor (and the Company itself shall also become a Pledgor). Each Subsidiary (or the Company, as applicable) required to become a Guarantor and/or Pledgor pursuant to this clause (c) or the preceding Section 6.14(a) shall (i) no later than the time of required delivery of the Compliance Certificate pursuant to Section 6.11(d) relating to the fiscal quarter during which such guaranty and/or pledge requirement became effective (except that in the case of joinder requirements arising under Section 6.14(a) upon the occurrence of the Guaranty Trigger, such date shall be extended by 15 Business Days), become a Guarantor and/or Pledgor, as applicable, by executing and delivering counterparts to the Subsidiaries Guaranty and/or the Pledge and Security Agreement, as applicable, and in the case of any Pledgor, satisfy the Pledge and Security Agreement Requirement and (ii) deliver, no later than the time of required delivery of the compliance certificate pursuant to Section 6.11(d) relating to the subsequent fiscal quarter following the fiscal quarter during which such guaranty and/or pledge requirement became effective (or year end, as applicable) opinions of counsel of the type described in Section 4.01 as if such Subsidiary were a Loan Party on the Closing Date (it being understood that no opinions shall be required in connection with the delivery of the Security Documents); provided that the Administrative Agent may, in its sole discretion, waive the requirement to deliver an opinion of counsel with respect to Subsidiaries that are formed or acquired after the occurrence of the Guaranty Trigger or that otherwise become an Eligible Subsidiary Guarantor after the occurrence of the Guaranty Trigger.