Guaranty by Subsidiaries. (a) Subject to clause (b) of this SECTION 5.17, the Company will cause each Subsidiary which delivers a Guaranty after the Closing Date to concurrently enter into a Subsidiary Note Guaranty, and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such Subsidiary becomes a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty;
(2) a certificate signed by an executive officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 2, 10, 12 and 17 of Exhibit C to the Note Agreements, but with respect to such Subsidiary and such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty;
(3) such documents and evidence with respect to such Subsidiary as the Requisite Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Note Guaranty and the 2002 Subsidiary Note Guaranty and Existing Subsidiary Note Guaranty; and
(4) an opinion of counsel satisfactory to the Requisite Holders to the effect that such Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the 2002 Subsidiary Note Guaranty and the Existing Subsidiary Note Guaranty, as the case may be, has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty to any Person (collectively, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding under the Revolving Credit Agreement to concurrently enter into a Subsidiary Guaranty, and within five Business Days thereafter shall deliver to each of the holders of the Notes the following items:
(a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate;
(b) an executed counterpart of an intercreditor agreement among the holders of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; and
(c) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
Guaranty by Subsidiaries. (a) BGI shall cause each of the Significant Subsidiaries (excluding any foreign Subsidiaries) to execute and deliver to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, (i) a Guaranty in the form of Exhibit E attached hereto, and (ii) any other instruments and documents as the Administrative Agent may reasonably require, together with legal opinions in form and substance reasonably satisfactory to the Administrative Agent to be delivered to the Administrative Agent and the Lenders opining as to authorization, validity and enforceability of such Guaranties.
(b) To the extent any of BGI’s Subsidiaries agrees to provide a guaranty to any of the lenders under the Existing Senior Debt or other Indebtedness permitted hereunder, BGI, if requested by the Administrative Agent with 60 days prior written notice, but in no event later than the grant of such other guaranty, will cause each Subsidiary (excluding any foreign Subsidiaries) that has agreed to guaranty such other Indebtedness to become a Guarantor in accordance with (a) above.
Guaranty by Subsidiaries. 22 Section 10. Negative Covenants..................................................................22
Guaranty by Subsidiaries. 54 ARTICLE VI
Guaranty by Subsidiaries. 21 SECTION 10. NEGATIVE COVENANTS.................................................................... 21
Guaranty by Subsidiaries. The Borrower shall cause any Subsidiary of the Borrower other than the Special Purpose Entity to execute a guaranty agreement (in form and substance approved by the Agent) guaranteeing the repayment of all principal, interest, fees and other sums due under this Agreement and the Notes.
Guaranty by Subsidiaries. (a) (i) The Company will cause each Domestic Subsidiary which is not a party to a Subsidiary Guaranty to execute and deliver to the holders a Subsidiary Guaranty, or a joinder agreement in respect thereof, provided that each Domestic Subsidiary in existence on the Second Amendment Effective Date that is not signing a Subsidiary Guaranty on the Second Amendment Effective Date shall not be required to be a Subsidiary Guarantor so long as (and only for so long as) it does not qualify as a Significant Subsidiary (and the Company represents that each Domestic Subsidiary in existence on the Second Amendment Effective Date that is not signing a Subsidiary Guaranty on the Second Amendment Effective Date is not a Significant Subsidiary).
Guaranty by Subsidiaries. The Company will cause each Subsidiary which becomes a borrower or a guarantor in respect of Indebtedness of the Company outstanding under any facility or agreement in respect of which senior Indebtedness of the Company may be outstanding (including, without limitation, the Credit Agreement and that certain Note Purchase Agreement, dated as of August 11, 2008, between the Company and the Purchasers named in Schedule A thereto and any replacement of either thereof) to concurrently enter into a Subsidiary Guaranty, and within three Business Days thereafter will deliver to each of the holders of the Notes the following items:
(a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; and
(b) such other documents, certificates, legal opinions and information as the Required Holders reasonably may require regarding such Subsidiary, the authorization of the transactions contemplated by such Subsidiary Guaranty and the enforceability of such Subsidiary Guaranty, including without limitation an Intercreditor Agreement.
Guaranty by Subsidiaries. 23 Section 5.18. Stock Pledge Agreement..................................24 Section 5.19. Designation of Subsidiaries.............................25 SECTION 6. EVENTS OF DEFAULT AND REMEDIES THEREFOR.................25 Section 6.1. Events of Default.......................................25 Section 6.2. Notice to Holders.......................................27 Section 6.3. Acceleration of Maturities..............................28 Section 6.4. Rescission of Acceleration..............................28 SECTION 7. AMENDMENTS, WAIVERS AND CONSENTS........................29 Section 7.1. Consent Required........................................29 Section 7.2. Solicitation of Holders.................................29 Section 7.3. Effect of Amendment or Waiver...........................30 SECTION 8. INTERPRETATION OF AGREEMENT; DEFINITIONS................30 Section 8.1. Definitions.............................................30 Section 8.2. Accounting Principles...................................43 Section 8.3. Directly or Indirectly..................................43 SECTION 9. MISCELLANEOUS...........................................43 Section 9.1. Registered Notes........................................43 Section 9.2. Exchange of Notes.......................................44 Section 9.3. Loss, Theft, Etc. of Notes..............................44 Section 9.4. Expenses, Stamp Tax Indemnity...........................44 Section 9.5. Powers and Rights Not Waived; Remedies Cumulative.......45 Section 9.6. Notices.................................................45 Section 9.7. Environmental Indemnity and Covenant Not to Sue.........45 Section 9.8. Successors and Assigns..................................46 Section 9.9. Survival of Covenants and Representations...............46 Section 9.10. Severability............................................46 Section 9.11. Governing Law...........................................46 Section 9.12. Submission to Jurisdiction..............................47 Section 9.13. Captions................................................47 Signatures..................................................................48 -ii- ATTACHMENTS TO NOTE AGREEMENT: SCHEDULE I -- Names and Addresses of the Purchasers and Amounts of Commitments UNIVERSAL FOREST PRODUCTS, INC. 2801 EAST BELTLINE, N.E. GRAND RAPIDS, XXXXXXXX 00000 XXXX XXXXXXXXX Xe: $15,000,000 5.63% Series 2002-A Senior Notes, Tranche A, Due December 18, 2009 and $40,000,000 6.16% Series 2002...
