Common use of Guaranties, Etc Clause in Contracts

Guaranties, Etc. The Borrower will cause each of its Subsidiaries ---------------- hereafter formed or acquired to deliver to the Agent promptly upon the formation or acquisition thereof each of the following: (i) a Guarantee in form and substance satisfactory to the Agent, guaranteeing the Obligations on substantially the same terms as the other Guarantors, (ii) a Guarantor Security Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit of the Lenders, security interests in the property of such Subsidiary on substantially the same terms as the other Guarantors, (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares of stock of such Subsidiaries, together with undated stock powers executed in blank (or, in the case of limited liability company or partnership Subsidiaries, such filings, notices or other actions as the Agent may reasonably request with respect to perfecting a first-priority security interest therein), (v) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case in form and substance satisfactory to the Agent and (vii) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, with respect to Foreign Subsidiaries the Borrower shall be required to pledge to the Agent, for the benefit of the Lenders, only such of its equity interests therein as will not cause the Borrower to incur material adverse tax consequences under U.S tax law as a result of such pledge.

Guaranties, Etc. The Borrower will cause each shall not (and shall not permit either Guarantor or any of its Borrower's other Subsidiaries ---------------- hereafter formed to) assume, guaranty, endorse or acquired otherwise become directly or contingently liable for, nor obligated to deliver to purchase, person, except (a) the Agent promptly upon Guaranties; (b) guaranties of Borrower's obligations arising under or in connection with that certain Short-Term Revolving Credit Agreement executed by and among the formation Agent, the Borrower, the Lenders and the Co- Agents as of January 31, 1994; (c) guaranties of any direct obligations of any of Borrower's Subsidiaries; (d) at all times on or acquisition thereof each before March 1, 1994, guaranties of the following: Borrower's obligations to repay advances under uncommitted facilities up to an aggregate principal amount at any one time outstanding of Two Hundred Million Dollars ($200,000,000) provided that no such advances have a maturity of more than one year and no more than One Hundred Million Dollars ($100,000,000) of such advances have a maturity beyond March 1, 1994, and provided further, that in no event will the aggregate Indebtedness of the Borrower and the Guarantors due in respect of advances made under uncommitted facilities exceed Two Hundred Million Dollars ($200,000,000); (e) at all times after March 1, 1994, guaranties of the Borrower's obligations to repay advances under uncommitted facilities up to an aggregate principal amount at any one time outstanding of One Hundred Million Dollars ($100,000,000) provided that no such advances have a maturity of more than one year; (f) guaranties of the Borrower's obligations under commercial paper issued by the Borrower; (g) a guaranty from the Borrower of indebtedness owing by Atlas Hotels up to a maximum principal amount of Fifty Million Dollars ($50,000,000) provided that at all times that such guaranty is effective, all Indebtedness of Atlas Hotels owing to Borrower, either Guarantor or any of Borrower's other Subsidiaries shall have been paid in full; (h) guaranties of the Borrower's obligations under facilities for the issuance of commercial and standby letters of credit up to an aggregate facility amount of Three Hundred Million Dollars ($300,000,000) and (i) a Guarantee in form and substance satisfactory addition to the Agentguaranties permitted pursuant to subclauses (a) through (h) above, guaranteeing guaranties of obligations on Indebtedness which in the Obligations on substantially aggregate for the same terms as Borrower, the Guarantors and the other Guarantors, Subsidiaries does not exceed at any one time the sum of Fifty Million Dollars (ii) a Guarantor Security Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit of the Lenders, security interests in the property of such Subsidiary on substantially the same terms as the other Guarantors, (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares of stock of such Subsidiaries, together with undated stock powers executed in blank (or, in the case of limited liability company or partnership Subsidiaries, such filings, notices or other actions as the Agent may reasonably request with respect to perfecting a first-priority security interest therein$50,000,000), (v) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case in form and substance satisfactory to the Agent and (vii) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, with respect to Foreign Subsidiaries the Borrower shall be required to pledge to the Agent, for the benefit of the Lenders, only such of its equity interests therein as will not cause the Borrower to incur material adverse tax consequences under U.S tax law as a result of such pledge.

Guaranties, Etc. The Borrower will cause each shall not (and shall not permit any Subsidiary to) assume, guaranty, endorse or otherwise become or remain directly or contingently liable for, or obligated to purchase, pay or provide funds for the payment of or otherwise assure a creditor against loss in respect of, any obligation or Indebtedness of any other Person, except that (a) the Borrower and its Subsidiaries ---------------- hereafter formed may endorse negotiable instruments for deposit or acquired to deliver to collection, or incur similar liabilities in the Agent promptly upon ordinary course of business, and (b) provided that the formation or acquisition thereof each incurring of the following: such obligation would otherwise constitute a Permitted Investment under Section 6.6.2, (i) the Borrower may guaranty Funded Debt of one or more Subsidiaries incurred in compliance with Section 6.2 or any other obligation of one or more Subsidiaries incurred in a Guarantee in form and substance satisfactory to the Agent, guaranteeing the Obligations on substantially the same terms as the other Guarantors, transaction not constituting a Default or Event of Default; (ii) any Subsidiary may guaranty Funded Debt of one or more of its own Subsidiaries incurred in compliance with Section 6.2 or any other obligation of one or more of its own Subsidiaries incurred in a Guarantor Security Agreementtransaction not constituting a Default or Event of Default; and (c) any Subsidiary required, in form and substance satisfactory to under the Agent, granting to the Agent, for the benefit terms of the Indenture (as in effect on August 13, 1997, or as amended with the prior written consent of the Majority Lenders), security interests in to guaranty the property of such Subsidiary on substantially the same terms as the other Guarantors, (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares of stock of such Subsidiaries, together with undated stock powers executed in blank (or, in the case of limited liability company or partnership Subsidiaries, such filings, notices or other actions as the Agent may reasonably request Borrower's obligations with respect to perfecting a first-priority security interest thereinthe High Yield Notes may so guaranty such obligations, provided that such Subsidiary's obligations under such guaranty are contractually subordinated to the payment of the Obligations, and to the payment of such Subsidiary's obligations under its Guaranty (if any), (v) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through same extent that the Agent may reasonably request, Borrower's obligations in form and substance satisfactory respect of the High Yield Notes are subordinated to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case in form and substance satisfactory to the Agent and (vii) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, with respect to Foreign Subsidiaries the Borrower shall be required to pledge to the Agent, for the benefit of the Lenders, only such of its equity interests therein as will not cause the Borrower to incur material adverse tax consequences under U.S tax law as a result of such pledgeObligations.

Guaranties, Etc. The Borrower will cause each shall not (and shall not permit either Guarantor or any of its Borrower's other Subsidiaries ---------------- hereafter formed to) assume, guaranty, endorse or acquired otherwise become directly or contingently liable for, nor obligated to deliver to purchase, pay or provide funds for payment of, any obligation or Indebtedness of any other person, except (a) the Agent promptly upon Guaranties; (b) guaranties of Borrower's obligations arising under or in connection with that certain Extended Revolving Credit Agreement executed by and among the formation Agent, the Borrower, the Lenders and the Co-Agents as of January 31, 1994; (c) guaranties of any direct obligations of any of Borrower's Subsidiaries; (d) at all times on or acquisition thereof each before March 1, 1994, guaranties of the following: Borrower's obligations to repay advances under uncommitted facilities up to an aggregate principal amount at any one time outstanding of Two Hundred Million Dollars ($200,000,000) provided that no such advances have a maturity of more than one year and no more than One Hundred Million Dollars ($100,000,000) of such advances have a maturity beyond March 1, 1994, and provided further, that in no event will the aggregate Indebtedness of the Borrower and the Guarantors due in respect of advances made under uncommitted facilities exceed Two Hundred Million Dollars ($200,000,000); (e) at all times after March 1, 1994, guaranties of the Borrower's obligations to repay advances under uncommitted facilities up to an aggregate principal amount at any one time outstanding of One Hundred Million Dollars ($100,000,000) provided that no such advances have a maturity of more than one year; (f) guaranties of the Borrower's obligations under commercial paper issued by the Borrower; (g) a guaranty from the Borrower of indebtedness owing by Atlas Hotels up to a maximum principal amount of Fifty Million Dollars ($50,000,000) provided that at all times that such guaranty is effective, all Indebtedness of Atlas Hotels owing to Borrower, either Guarantor or any of Borrower's other Subsidiaries shall have been paid in full; (h) guaranties of the Borrower's obligations under facilities for the issuance of commercial and standby letters of credit up to an aggregate facility amount of Three Hundred Million Dollars ($300,000,000) and (i) a Guarantee in form and substance satisfactory addition to the Agentguaranties permitted pursuant to subclauses (a) through (h) above, guaranteeing guaranties of obligations on Indebtedness which in the Obligations on substantially aggregate for the same terms as Borrower, the Guarantors and the other Guarantors, Subsidiaries does not exceed at any one time the sum of Fifty Million Dollars (ii) a Guarantor Security Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit of the Lenders, security interests in the property of such Subsidiary on substantially the same terms as the other Guarantors, (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares of stock of such Subsidiaries, together with undated stock powers executed in blank (or, in the case of limited liability company or partnership Subsidiaries, such filings, notices or other actions as the Agent may reasonably request with respect to perfecting a first-priority security interest therein$50,000,000), (v) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case in form and substance satisfactory to the Agent and (vii) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, with respect to Foreign Subsidiaries the Borrower shall be required to pledge to the Agent, for the benefit of the Lenders, only such of its equity interests therein as will not cause the Borrower to incur material adverse tax consequences under U.S tax law as a result of such pledge.

Guaranties, Etc. The Neither the Borrower will cause each nor any of its Subsidiaries ---------------- hereafter formed shall become liable on the obligation of another Person or acquired otherwise incur any Contingent Liability on behalf of another Person other than (A) Contingent Liabilities in existence on the Closing Date and listed on Exhibit 6.7 hereof, and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Contingent Liabilities shall not be increased at the time of such refinancing, refunding, extension or renewal; (B) Contingent Liabilities in connection with up to deliver to an aggregate principal amount of $1,000,000.00 of Indebtedness outstanding at any time incurred by Management Investors in connection with any Management Subscription Agreement, and any refinancing, refundings, extensions or renewals thereof, provided that such amount shall be reduced by the Agent promptly upon aggregate then outstanding principal amount of loans and advances permitted by clause (11) of Section 6.8; (C) Contingent Liabilities for performance, appeal, judgment, replevin and similar bonds, or suretyship arrangements, all in the formation ordinary course of business; (D) Contingent Liabilities in respect of indemnification and contribution agreements expressly permitted by Section 6.21 or acquisition thereof each similar agreements by the Borrower or any of its Subsidiaries; (E) Reimbursement obligations in respect of the following: Letters of Credit; (iF) a Guarantee Contingent Liabilities in form respect of third-party loans and substance satisfactory advances to officers or employees of the Agent, guaranteeing Borrower or any of its Subsidiaries (1) for travel and entertainment expenses incurred in the Obligations on substantially the same terms as the other Guarantorsordinary course of business, (ii2) a Guarantor Security Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit of the Lenders, security interests relocation expenses incurred in the property ordinary course of such Subsidiary on substantially the same terms as the business or (3) for any other Guarantors, (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares of stock of such Subsidiaries, together with undated stock powers executed in blank (orpurpose and, in the case of limited liability company this clause (3), in an aggregate principal amount (as to the Borrower and all its Subsidiaries), together with the aggregate amount of all investments permitted under Section 6.8(4), of up to $1,000,000.00 outstanding at any time; (G) obligations to insurers required in connection with worker's compensation and other insurance coverage incurred in the ordinary course of business; (H) obligations of the Borrower under any interest rate protection agreements relating to Indebtedness of the Borrower under this Agreement entered into pursuant to Section 6.32 hereof; (I) guarantees made in the ordinary course of its business by the Borrower or partnership any of its Subsidiaries of obligations of the Borrower or any of its Subsidiaries, such filings, notices which obligations are otherwise permitted under this Agreement; (J) Contingent Liabilities in connection with sales or other actions as the Agent may reasonably request dispositions permitted under Section 6.17, including indemnification obligations with respect to perfecting a first-priority security interest therein)leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value; (vK) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case in form and substance satisfactory to the Agent and (vii) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, with respect to Foreign Subsidiaries the Borrower shall be required to pledge to the Agent, accommodation guarantees for the benefit of trade creditors of the Lenders, only such Borrower or any of its equity interests therein as will not cause Subsidiaries in the ordinary course of business of obligations of the Borrower or any of its Subsidiaries, which obligations are otherwise permitted by this Agreement; (L) Contingent Liabilities of the Borrower and its Subsidiaries pursuant to incur material adverse tax consequences under U.S tax law the ESOT Loan Documents and the ESOT Assignment Documents; (M) Contingent Liabilities in respect of Indebtedness of a Person in connection with a joint venture or similar arrangements in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Borrower or any of its Subsidiaries and, as a result to all of such pledgePersons, which Contingent Liabilities when added to the aggregate investment of the Borrower and its Subsidiaries made pursuant to Section 6.8(9), does not at any time exceed $2,500,000.00 in aggregate principal amount; and (N) Contingent Liabilities incurred pursuant to the Guarantee or otherwise in respect of Indebtedness under this Agreement, the Notes and the Letters of Credit.

Guaranties, Etc. The Borrower will cause each Assume, guarantee, endorse or otherwise become directly or contingently liable (including, without limitation, liable by way of its Subsidiaries ---------------- hereafter formed agreement, contingent or acquired otherwise, to deliver purchase, to provide funds for payment, to supply funds to or otherwise invest in the debtor or otherwise to assure the creditor against loss), in connection with any Indebtedness of any other Person, other than: (i) guaranties created hereunder or under any Loan Document; (ii) guaranties by endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (iii) guaranties existing on the date hereof, as set forth in Schedule VII, including any renewal or other modification thereof, PROVIDED, HOWEVER, that such renewal or modification (A) is pursuant to terms that are not less favorable to the Agent promptly upon Borrowers than the formation or acquisition thereof each terms of the followingguaranty being renewed or modified, and (B) after giving effect to the renewal or modification of such guaranty, the amount of the outstanding indebtedness guaranteed by such guaranty is not greater than the amount of the outstanding indebtedness guaranteed by such guaranty immediately prior to such renewal or modification; and (iv) guaranties of any other Indebtedness to the Lender or Indebtedness permitted by subsection (b) of this Section 8.02; PROVIDED, HOWEVER, that the Guarantor may: (i) a Guarantee in form subsidiaries which incur Indebtedness ("NEW SUBSIDIARY DEBT"); and substance satisfactory to the Agent, guaranteeing the Obligations on substantially the same terms as the other Guarantors, (ii) a Guarantor Security Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit discretion of the LendersGuarantor, security interests in the property guarantee such New Subsidiary Debt pursuant to a guarantee of such Subsidiary on substantially the same terms as the other Guarantors, collection (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares but not a guarantee of stock of such Subsidiaries, together with undated stock powers executed in blank (or, in the case of limited liability company or partnership Subsidiaries, such filings, notices or other actions as the Agent may reasonably request with respect to perfecting a first-priority security interest thereinpayment), (v) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case subject to the conditions that such guarantee of collection or other obligation of any kind of the Guarantor in form and substance respect of such New Subsidiary Debt, or guarantee thereof, contains provisions reasonably satisfactory to the Agent Lender to the effect that (A) no Person with any rights to any payment in respect of such New Subsidiary Debt shall have the right, at any time prior to the date which is one year and one day after the date on which all of the Obligations have been satisfied in full, to acquiesce, petition or otherwise invoke, or cause any other Person acquiesce, petition or otherwise to invoke, the process of any court or other Governmental Authority for the purpose of commencing or sustaining a case against the Guarantor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Guarantor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Guarantor, (B) no recourse may be had against the common stock of the borrower owned by the Guarantor, or any assets of any Borrower, in respect of such New Subsidiary Debt or guarantee thereof, and (viiC) such other agreements, instruments, approvals no term or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, covenant with respect to Foreign Subsidiaries such New Subsidiary Debt may, directly or indirectly, impair Lender's Liens, security interests and claims granted or arising under this Agreement or the Borrower shall be required to pledge to the Agent, for the benefit of the Lenders, only such of its equity interests therein as will not cause the Borrower to incur material adverse tax consequences under U.S tax law as a result of such pledgeother Loan Documents.

Guaranties, Etc. The Borrower will cause each Assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable, or permit any of its Subsidiaries ---------------- hereafter formed to assume, guarantee, endorse or acquired otherwise be or become directly or indirectly responsible or liable (including, but not limited to, an agreement to deliver purchase any obligation, stock, assets, goods or services or to supply or advance any funds, asset, goods or services, or an agreement to maintain or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the creditors of any Person against loss) for the obligations of any Person, except (a) guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) obligations of the Borrowers hereunder, the Parent Guarantee and the guaranty of the Parent and its Subsidiaries in respect of obligations under the Other Credit Agreement; (c) guaranties by the Parent of ordinary rent obligations incurred by any of its Subsidiaries for the lease of retail stores; provided, however, that the aggregate of the amount so guaranteed for foreign Subsidiaries shall not exceed $5,000,000 at any time; (d) guaranties by the Parent of obligations incurred by any of its domestic Subsidiaries in the ordinary course of business other than for borrowed money, letters of credit or acceptance financing; (e) guaranties by the Parent in favor of any of its Subsidiaries, and guaranties by any Subsidiary of the Parent in favor of the Parent or another Subsidiary of the Parent, as to obligations owing to the Agent promptly upon the formation or acquisition thereof each guaranteed party by a Subsidiary of the following: Parent or by the Parent; provided, however, that in no event shall the outstanding guaranty liability permitted by this clause (ie) a Guarantee in form and substance satisfactory exceed at any time $20,000,000 as to the AgentParent and its Subsidiaries in the aggregate; (f) letters of credit permitted under Section 7.1; (g) guaranties by any Subsidiary of the Prudential Existing Notes and any Future Permitted Private Placement Debt including renewals, guaranteeing extensions or refinancings thereof; and (h) other guaranties, provided, however, that in no event shall the Obligations on substantially the same terms outstanding guaranty liability permitted by this clause (h) exceed at any time $2,000,000 as the other Guarantors, (ii) a Guarantor Security Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit of the Lenders, security interests Parent and its Subsidiaries in the property of such Subsidiary on substantially the same terms as the other Guarantors, (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares of stock of such Subsidiaries, together with undated stock powers executed in blank (or, in the case of limited liability company or partnership Subsidiaries, such filings, notices or other actions as the Agent may reasonably request with respect to perfecting a first-priority security interest therein), (v) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case in form and substance satisfactory to the Agent and (vii) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, with respect to Foreign Subsidiaries the Borrower shall be required to pledge to the Agent, for the benefit of the Lenders, only such of its equity interests therein as will not cause the Borrower to incur material adverse tax consequences under U.S tax law as a result of such pledgeaggregate.

Guaranties, Etc. The Borrower will cause each Assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable, or permit any of its Subsidiaries ---------------- hereafter formed to assume, guarantee, endorse or acquired otherwise be or become directly or indirectly responsible or liable (including, but not limited to, an agreement to deliver purchase any obligation, stock, assets, goods or services or to supply or advance any funds, asset, goods or services, or an agreement to maintain or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the creditors of any Person against loss) for the obligations of any Person, except (a) guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) guaranties by Subsidiaries pursuant to Section 7.9, the Parent Guarantee and the guaranty of the Parent in respect of obligations under the Other Credit Agreement; (c) guaranties by the Parent of ordinary rent obligations incurred by any of its Subsidiaries for the lease of retail stores; provided, however, that the aggregate of the amount so guaranteed for foreign Subsidiaries shall not exceed $5,000,000 at any time; (d) guaranties by the Parent of obligations incurred by any of its domestic Subsidiaries in the ordinary course of business other than for borrowed money, letters of credit or acceptance financing; (e) guaranties by the Parent in favor of any of its Subsidiaries, and guaranties by any Subsidiary of the Parent in favor of the Parent or another Subsidiary of the Parent, as to obligations owing to the Agent promptly upon the formation or acquisition thereof each guaranteed party by a Subsidiary of the following: Parent or by the Parent; provided, however, that in no event shall the outstanding guaranty liability permitted by this clause (ie) a Guarantee in form and substance satisfactory exceed at any time $20,000,000 as to the AgentParent and its Subsidiaries in the aggregate; (f) letters of credit permitted under Section 8.1 (including Letters of Credit issued hereunder); (g) guaranties by the Subsidiary Guarantors of the Prudential Existing Notes and any Future Permitted Private Placement Debt including renewals, guaranteeing extensions or refinancings thereof; and (h) other guaranties, provided, however, that in no event shall the Obligations on substantially the same terms outstanding guaranty liability permitted by this clause (h) exceed at any time $2,000,000 as the other Guarantors, (ii) a Guarantor Security Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit of the Lenders, security interests Parent and its Subsidiaries in the property of such Subsidiary on substantially the same terms as the other Guarantors, (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares of stock of such Subsidiaries, together with undated stock powers executed in blank (or, in the case of limited liability company or partnership Subsidiaries, such filings, notices or other actions as the Agent may reasonably request with respect to perfecting a first-priority security interest therein), (v) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case in form and substance satisfactory to the Agent and (vii) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, with respect to Foreign Subsidiaries the Borrower shall be required to pledge to the Agent, for the benefit of the Lenders, only such of its equity interests therein as will not cause the Borrower to incur material adverse tax consequences under U.S tax law as a result of such pledgeaggregate.

Guaranties, Etc. The Borrower will cause each Assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable, or permit any of its Subsidiaries ---------------- hereafter formed to assume, guarantee, endorse or acquired otherwise be or become directly or indirectly responsible or liable (including, but not limited to, an agreement to deliver purchase any obligation, stock, assets, goods or services or to supply or advance any funds, asset, goods or services, or an agreement to maintain or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the creditors of any Person against loss) for the obligations of any Person, except (a) guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) guaranties by Subsidiaries pursuant to Section 7.9 and the Parent Guarantee; (c) guaranties by the Parent of ordinary rent obligations incurred by any of its Subsidiaries for the lease of retail stores; provided, however, that the aggregate of the amount so guaranteed for foreign Subsidiaries shall not exceed $3,000,000 at any time; (d) guaranties by the Parent of obligations incurred by any of its domestic Subsidiaries in the ordinary course of business other than for borrowed money, letters of credit or acceptance financing; (e) guaranties by the Parent in favor of any of its Subsidiaries, and guaranties by any Subsidiary of the Parent in favor of the Parent or another Subsidiary of the Parent, as to obligations owing to the Agent promptly upon the formation or acquisition thereof each guaranteed party by a Subsidiary of the following: Parent or by the Parent; provided, however, that in no event shall the outstanding guaranty liability permitted by this clause (ie) a Guarantee in form and substance satisfactory exceed at any time $15,000,000 as to the AgentParent and its Subsidiaries in the aggregate; (f) letters of credit permitted under Section 8.1 (including Letters of Credit issued hereunder); (g) guaranties by the Subsidiary Guarantors of the Prudential Existing Notes and any Future Permitted Private Placement Debt; and (h) other guaranties, guaranteeing provided however that in no event shall the Obligations on substantially the same terms outstanding guaranty liability permitted by this clause (h) exceed at any time $1,000,000 as the other Guarantors, (ii) a Guarantor Security Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit of the Lenders, security interests Parent and its Subsidiaries in the property of such Subsidiary on substantially the same terms as the other Guarantors, (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares of stock of such Subsidiaries, together with undated stock powers executed in blank (or, in the case of limited liability company or partnership Subsidiaries, such filings, notices or other actions as the Agent may reasonably request with respect to perfecting a first-priority security interest therein), (v) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case in form and substance satisfactory to the Agent and (vii) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, with respect to Foreign Subsidiaries the Borrower shall be required to pledge to the Agent, for the benefit of the Lenders, only such of its equity interests therein as will not cause the Borrower to incur material adverse tax consequences under U.S tax law as a result of such pledgeaggregate.

Guaranties, Etc. The Borrower will cause each Assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable, or permit any of its Subsidiaries ---------------- hereafter formed to assume, guarantee, endorse or acquired otherwise be or become directly or indirectly responsible or liable (including, but not limited to, an agreement to deliver purchase any obligation, stock, assets, goods or services or to supply or advance any funds, asset, goods or services, or an agreement to maintain or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the creditors of any Person against loss) for the obligations of any Person, except (a) guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (b) guaranties by Subsidiaries pursuant to Section 7.09; (c) guaranties by the Borrower of ordinary rent obligations incurred by any of its domestic Subsidiaries for the lease of retail stores; (d) guaranties by the Borrower of obligations incurred by any of its domestic Subsidiaries in the ordinary course of business other than for borrowed money, letters of credit or acceptance financing; (e) guaranties by the Borrower in favor of any of its Subsidiaries, and guaranties by any Subsidiary of the Borrower in favor of the Borrower or another Subsidiary of the Borrower, as to obligations owing to the Agent promptly upon the formation or acquisition thereof each guaranteed party by a Subsidiary of the following: Borrower or by the Borrower; provided, however, that in no event shall the outstanding guaranty liability permitted by this clause (ie) a Guarantee in form and substance satisfactory exceed at any time $15,000,000 as to the AgentBorrower and its Subsidiaries in the aggregate; (f) letters of credit permitted under Section 8.01 (including Letters of Credit issued hereunder); and (g) other guaranties, guaranteeing provided however that in no event shall the Obligations on substantially the same terms outstanding guaranty liability permitted by this clause (g) exceed at any time $1,000,000 as the other Guarantors, (ii) a Guarantor Security Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit of the Lenders, security interests Borrower and its Subsidiaries in the property of such Subsidiary on substantially the same terms as the other Guarantors, (iii) appropriate UCC-1 Financing Statements and Lien searches requested by the Agent indicating the Lenders' first priority Lien on such property, (iv) the stock certificates representing the issued and outstanding shares of stock of such Subsidiaries, together with undated stock powers executed in blank (or, in the case of limited liability company or partnership Subsidiaries, such filings, notices or other actions as the Agent may reasonably request with respect to perfecting a first-priority security interest therein), (v) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent, (vi) certified copies of the organizational documents, resolutions and incumbency certificates of such Subsidiaries, in each case in form and substance satisfactory to the Agent and (vii) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request. Notwithstanding the foregoing, with respect to Foreign Subsidiaries the Borrower shall be required to pledge to the Agent, for the benefit of the Lenders, only such of its equity interests therein as will not cause the Borrower to incur material adverse tax consequences under U.S tax law as a result of such pledgeaggregate.