Common use of Guaranties of Borrower’s Subsidiaries Clause in Contracts

Guaranties of Borrower’s Subsidiaries. Subject to Section 6.13(b), cause each of the following Domestic Subsidiaries to, and each such Person who becomes a Domestic Subsidiary after the date hereof (to the extent such Domestic Subsidiary meets the criteria set forth in this Section 6.12) to, within thirty (30) days after becoming a Domestic Subsidiary, execute and deliver to Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations of Borrower and the due and punctual performance of the Obligations of Borrower, which guaranty shall be substantially in the form of Exhibit E: (a) Each Domestic Subsidiary of Borrower which has EBITDA in any fiscal quarter of Borrower which constitutes ten percent (10%) or more of Borrower’s Consolidated EBITDA for such fiscal quarter or which has assets at any time with a book value equal to or exceeding (10%) of the book value of Borrower’s consolidated assets at such time; (b) If the aggregate amount of Borrower’s unconsolidated EBITDA for any fiscal quarter of Borrower plus the aggregate EBITDA of the Guarantors during such fiscal quarter does not constitute eighty- five percent (85%) or more of Borrower’s Consolidated EBITDA for such fiscal quarter or if the book value of Borrower’s individual assets at any time plus the aggregate book value of the assets of Guarantors at such time does not exceed eight-five percent (85%) of the book value of the Borrower’s consolidated assets at such time, then Domestic Subsidiaries of Borrower with aggregate assets and/or EBITDA sufficient to comply with the eighty-five percent (85%) tests contained in this subsection; (c) Each Domestic Subsidiary which Guarantees the Debt Securities or the Subordinated Debt; and (d) Upon request by the Administrative Agent on behalf of the Required Lenders, any other Domestic Subsidiary of Borrower.

Guaranties of Borrower’s Subsidiaries. Subject to Section 6.13(b), cause Borrower shall ------------------------------------- require each of the following Domestic Subsidiaries to, and each such Person who becomes a Domestic Subsidiary after the date hereof (to the extent such Domestic Subsidiary meets the criteria set forth in this Section 6.12) to, within thirty (30) days after becoming a Domestic Subsidiary, immediately execute and deliver to Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations of Borrower and the due and punctual performance of the Obligations obligations of BorrowerBorrower hereunder, which guaranty shall be substantially satisfactory to Agent in the form of Exhibit Eand substance: (a) Each Domestic Subsidiary of Borrower which has EBITDA in any fiscal quarter of Borrower Fiscal Quarter which constitutes ten percent (10%) or more of Borrower’s 's Consolidated EBITDA for such fiscal quarter Fiscal Quarter or which has assets at any time with a book value equal to or exceeding ten percent (10%) of the book value of Borrower’s consolidated 's Consolidated assets at such time; (b) If the aggregate amount of Borrower’s 's unconsolidated EBITDA for any fiscal quarter of Borrower Fiscal Quarter plus the aggregate EBITDA of the Guarantors during such fiscal quarter Fiscal Quarter does not constitute eighty- five percent (85%) or more of Borrower’s 's Consolidated EBITDA for such fiscal quarter Fiscal Quarter or if the book value of Borrower’s 's individual assets at any time plus the aggregate book value of the assets of Guarantors at such time does not exceed eight-five percent (85%) of the book value of the Borrower’s consolidated 's Consolidated assets at such time, then Domestic Subsidiaries of Borrower with aggregate assets and/or EBITDA sufficient necessary to comply with the eighty-five percent (85%) tests contained in this subsection;; and (c) Each Domestic Subsidiary which Guarantees the Debt Securities or the Subordinated Debt; and (d) Upon request by the Administrative Agent on behalf of the Required Majority Lenders, any other Domestic Subsidiary of Borrower. Borrower will cause each of its Subsidiaries to deliver to Agent, simultaneously with its delivery of such a guaranty, written evidence satisfactory to Agent and its counsel that such Subsidiary has taken all corporate or partnership action necessary to duly approve and authorize its execution, delivery and performance of such guaranty and any other documents which it is required to execute.

Guaranties of Borrower’s Subsidiaries. Subject to Section 6.13(b6.13 (b), cause each of the following Domestic Subsidiaries to, and each such Person who becomes a Domestic Subsidiary after the date hereof (to the extent such Domestic Subsidiary meets the criteria set forth in this Section 6.12) to, within thirty (30) days after becoming a Domestic Subsidiary, execute and deliver to Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations of Borrower and the due and punctual performance of the Obligations of Borrower, which guaranty shall be substantially in the form of Exhibit E: (a) Each Domestic Subsidiary of Borrower which has EBITDA in any fiscal quarter of Borrower which constitutes ten percent (10%) or more of Borrower’s Consolidated EBITDA for such fiscal quarter or which has assets at any time with a book value equal to or exceeding (10%) of the book value of Borrower’s consolidated assets at such time; (b) If the aggregate amount of Borrower’s unconsolidated EBITDA for any fiscal quarter of Borrower plus the aggregate EBITDA of the Guarantors during such fiscal quarter does not constitute eighty- five percent (85%) or more of Borrower’s Consolidated EBITDA for such fiscal quarter or if the book value of Borrower’s individual assets at any time plus the aggregate book value of the assets of Guarantors at such time does not exceed eight-five percent (85%) of the book value of the Borrower’s consolidated assets at such time, then Domestic Subsidiaries of Borrower with aggregate assets and/or EBITDA sufficient to comply with the eighty-five percent (85%) tests contained in this subsection; (c) Each Domestic Subsidiary which Guarantees the Debt Securities or the Subordinated Debt; and (d) Upon request by the Administrative Agent on behalf of the Required Lenders, any other Domestic Subsidiary of Borrower.

Guaranties of Borrower’s Subsidiaries. Subject to Section 6.13(b), cause Borrower shall require each of the following Domestic Subsidiaries to, and each such Person who becomes a Domestic Subsidiary after the date hereof (other than WGRC) to the extent such Domestic Subsidiary meets the criteria set forth in this Section 6.12) to, within thirty (30) days after becoming a Domestic Subsidiary, immediately execute and deliver to Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations of Borrower and the due and punctual performance of the Obligations obligations of BorrowerBorrower hereunder, which guaranty shall be substantially satisfactory to Agent in the form of Exhibit Eand substance: (a) Each Domestic Subsidiary of Borrower which has EBITDA in any fiscal quarter of Borrower Fiscal Quarter which constitutes ten percent (10%) or more of Borrower’s 's Consolidated EBITDA for such fiscal quarter Fiscal Quarter or which has assets at any time with a book value equal to or exceeding ten percent (10%) of the book value of Borrower’s consolidated 's Consolidated assets at such time; (b) If the aggregate amount of Borrower’s 's unconsolidated EBITDA for any fiscal quarter of Borrower Fiscal Quarter plus the aggregate EBITDA of the Guarantors during such fiscal quarter Fiscal Quarter does not constitute eighty- five percent (85%) or more of Borrower’s 's Consolidated EBITDA for such fiscal quarter Fiscal Quarter or if the book value of Borrower’s 's individual assets at any time plus the aggregate book value of the assets of Guarantors at such time does not exceed eight-five percent (85%) of the book value of the Borrower’s consolidated 's Consolidated assets at such time, then Domestic Subsidiaries of Borrower with aggregate assets and/or EBITDA sufficient necessary to comply with the eighty-five percent (85%) tests contained in this subsection; (c) Each Domestic each Subsidiary which Guarantees guaranties the Debt Securities or the Subordinated Debt; and (d) Upon request by the Administrative Agent on behalf of the Required Majority Lenders, any other Domestic Subsidiary of Borrower."