Common use of Guaranty Documentation Clause in Contracts

Guaranty Documentation. (i) On the Restatement Effective Date, the Company shall cause each Domestic Subsidiary and Special Foreign Subsidiary of the Company as of the Restatement Effective Date to execute and deliver the Subsidiary Guaranty or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization, in each case, together with such other documentation with respect to such Initial Loan Party as may be required pursuant to the terms of the Third Amendment and Restatement Agreement. (ii) In addition to causing each Domestic Subsidiary and Special Foreign Subsidiary to execute and deliver a Subsidiary Guaranty on the Restatement Effective Date as required by the foregoing clause (i), the Company will cause each Person that constitutes a Domestic Subsidiary or Special Foreign Subsidiary of the Company after the Restatement Effective Date (whether by virtue of the consummation of a Permitted Acquisition, any corporate reorganization or otherwise) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after such qualification, (x) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Special Foreign Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (y) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (z) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. (iii) In addition to the foregoing, if at any time any Foreign Subsidiary of the Company which is not a Foreign Subsidiary Guarantor guarantees any Indebtedness of the Company or any Domestic Subsidiary, the Company shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after the date upon which such Subsidiary shall have guaranteed such Indebtedness, (a) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (b) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (c) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Following the date upon which any such Foreign Subsidiary shall cease to be obligated as a guarantor of any Indebtedness of any Domestic Subsidiary other than the Obligations, unless such Foreign Subsidiary shall be required to be a Subsidiary Guarantor pursuant to the foregoing clauses (i) or (ii), the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to the Company such documentation as the Company may reasonably request in order to release such Foreign Subsidiary from the applicable Subsidiary Guaranty. (iv) Notwithstanding the foregoing (a) the Subsidiary Borrower shall not be required to execute and deliver a Subsidiary Guaranty and (b) so long as such Subsidiaries shall not have guaranteed any third-party Indebtedness of the Company or any Domestic Subsidiary the execution and delivery of a Subsidiary Guaranty shall not be required by (1) any SPV, (2) from and after its release as described in Section 11.15(B), any Permitted Release Guarantor and ArvinMeritor Sweden and (2) any Subsidiary that is not a Wholly-Owned Subsidiary of the Company to the extent the organizational documents of such Subsidiary do not permit such Subsidiary to provide an unconditional guaranty of the Secured Obligations (or require the consent of a third-party therefor).

Guaranty Documentation. (i) On the Restatement Effective Closing Date, the Company shall cause each Domestic Subsidiary and Special Foreign Subsidiary of the Company as of the Restatement Effective Closing Date to execute and deliver the Subsidiary Guaranty or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization, in each case, together with such other documentation with respect to such Initial Loan Party as may be required pursuant to the terms of the Third Amendment and Restatement AgreementSection 5.1. (ii) In addition to causing each Domestic Subsidiary and Special Foreign Subsidiary to execute and deliver a Subsidiary Guaranty on the Restatement Effective Closing Date as required by the foregoing clause (i), the Company will cause each Person that constitutes a Domestic Subsidiary or Special Foreign Subsidiary of the Company after the Restatement Effective Closing Date (whether by virtue of the consummation of a Permitted Acquisition, any corporate reorganization or otherwise) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after such qualification, (x) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Special Foreign Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (y) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (z) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. (iii) In addition to the foregoing, if at any time any Foreign Subsidiary of the Company which is not a Foreign Subsidiary Guarantor guarantees any Indebtedness of the Company or any Domestic Subsidiary, the Company shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after the date upon which such Subsidiary shall have guaranteed such Indebtedness, (a) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (b) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (c) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Following the date upon which any such Foreign Subsidiary shall cease to be obligated as a guarantor of any Indebtedness of any Domestic Subsidiary other than the Obligations, unless such Foreign Subsidiary shall be required to be a Subsidiary Guarantor pursuant to the foregoing clauses (i) or (ii), the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to the Company such documentation as the Company may reasonably request in order to release such Foreign Subsidiary from the applicable Subsidiary Guaranty. (iv) Notwithstanding the foregoing (a) the Subsidiary Borrower and each Excluded Subsidiary shall not be required to execute and deliver a Guaranty, (b) neither Emissions Technologies nor Meritor Finance Cayman Island, Ltd., a company organized under the laws of the Cayman Islands, shall be required to execute and deliver the Subsidiary Guaranty on the Closing Date but shall, on or prior to the date 90 days after the Closing Date, execute and deliver to the Administrative Agent an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty, together with resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request and, in the case of Emissions Technologies, the Collateral Documents required to be delivered by it pursuant to Section 7.2(L)(i), and (bc) so long as such Subsidiaries shall not have guaranteed any third-party Indebtedness of the Company or any Domestic Subsidiary, (1) each SPV and, so long as MSSCo shall not be a Wholly-Owned Subsidiary of the execution Company, Suspension Holdings and delivery of a Subsidiary Guaranty MSSCo shall not be required by (1) any SPV, (2) from to execute and after its release as described in Section 11.15(B), any Permitted Release Guarantor and ArvinMeritor Sweden deliver a Guaranty and (2) any no other Subsidiary that is not a Wholly-Owned Subsidiary of the Company shall be required to execute and deliver a Guaranty to the extent the organizational documents of such Subsidiary do not permit such Subsidiary to provide an unconditional guaranty of the Secured Obligations (or require the consent of a third-party therefor).

Guaranty Documentation. (i) On the Restatement Effective Date, the Company shall cause each Domestic Subsidiary and Special Foreign Subsidiary of the Company as Initial Guarantors and each of the Restatement Effective Date its other Domestic Subsidiaries that are Material Subsidiaries to execute and deliver the Subsidiary Guaranty or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate Agreement in order for each such Subsidiary Person to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization, in each case, together with such other documentation with respect to such Initial Loan Party as may be required pursuant to the terms of the Third Amendment and Restatement AgreementObligations. (ii) In addition to causing each Domestic Subsidiary and Special Foreign Subsidiary to execute and deliver a Subsidiary Guaranty on the Restatement Effective Date as required by the foregoing clause (i), the Company will cause Cause each Person that constitutes a Material Domestic Subsidiary or Special Foreign Subsidiary of the Company Borrower after the Restatement Effective Date (whether by virtue of the consummation of a Permitted an Acquisition, any corporate reorganization or otherwise) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after such qualification, (x) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty Agreement in the form attached thereto or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Special Foreign Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”)thereto, (y) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i6.01(n) and (z) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. (iii) In addition to the foregoing, if at any time any Foreign Subsidiary of the Company which is not a Foreign Subsidiary Guarantor guarantees any Indebtedness of the Company or any Domestic Subsidiary, the Company shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after the date upon which such Subsidiary shall have guaranteed such Indebtedness, (a) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (b) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (c) resolutions, officer’s 's certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Following the date upon which any such Foreign Subsidiary shall cease to be obligated as a guarantor of any Indebtedness of any Domestic Subsidiary Guarantor (other than the Obligations, unless such Foreign Subsidiary shall be required to be Initial Guarantors) no longer constitutes a Subsidiary Guarantor pursuant to the foregoing clauses (i) or (ii)Material Subsidiary, the Administrative Agent shall be authorized to, and shall upon the written request of the Borrower promptly, execute and deliver to the Company Borrower such documentation as the Company Borrower may reasonably request in order to release such Foreign Subsidiary Guarantor from the applicable Subsidiary Guaranty. (iv) Notwithstanding the foregoing (a) the Subsidiary Borrower shall not be required to execute and deliver a Subsidiary Guaranty and (b) so long as ; provided, however, that if at any time after such Subsidiaries shall not have guaranteed any third-party Indebtedness of the Company or any release, such Domestic Subsidiary shall constitute again a Material Subsidiary, the execution and delivery of a Subsidiary Guaranty shall not be required by (1) any SPV, (2) from and after its release as described in Section 11.15(B), any Permitted Release Guarantor and ArvinMeritor Sweden and (2) any Subsidiary that is not a Wholly-Owned Subsidiary of the Company to the extent the organizational documents of Borrower will cause such Subsidiary do not permit such Domestic Subsidiary to provide an unconditional guaranty promptly comply with the requirements of the Secured Obligations (or require the consent of a third-party thereforthis Section 6.01(m).

Guaranty Documentation. (i) On the Restatement Effective Closing Date, the Company shall cause each Domestic Subsidiary and Special Foreign Subsidiary of the Company as of the Restatement Effective Closing Date to execute and deliver the Subsidiary Guaranty or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization, in each case, together with such other documentation with respect to such Initial Loan Party as may be required pursuant to the terms of the Third Amendment and Restatement Agreement. Section 5.1. (ii) In addition to causing each Domestic Subsidiary and Special Foreign Subsidiary to execute and deliver a Subsidiary Guaranty on the Restatement Effective Closing Date as required by the foregoing clause (i), the Company will cause each Person that constitutes a Domestic Subsidiary or Special Foreign Subsidiary of the Company after the Restatement Effective Closing Date (whether by virtue of the consummation of a Permitted Acquisition, any corporate reorganization or otherwise) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after such qualification, (x) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Special Foreign Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (y) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (z) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. (iii) In addition to the foregoing, if at any time any Foreign Subsidiary of the Company which is not a Foreign Subsidiary Guarantor guarantees any Indebtedness of the Company or any Domestic Subsidiary, the Company shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after the date upon which such Subsidiary shall have guaranteed such Indebtedness, (a) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (b) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (c) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Following the date upon which any such Foreign Subsidiary shall cease to be obligated as a guarantor of any Indebtedness of any Domestic Subsidiary other than the Obligations, unless such Foreign Subsidiary shall be required to be a Subsidiary Guarantor pursuant to the foregoing clauses (i) or (ii), the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to the Company such documentation as the Company may reasonably request in order to release such Foreign Subsidiary from the applicable Subsidiary Guaranty. (iv) Notwithstanding the foregoing (a) the Subsidiary Borrower shall not be required to execute and deliver a Subsidiary Guaranty and (b) so long as such Subsidiaries shall not have guaranteed any third-party Indebtedness of the Company or any Domestic Subsidiary the execution and delivery of a Subsidiary Guaranty shall not be required by (1) any SPV, (2) from and after its release as described in Section 11.15(B), any Permitted Release Guarantor and ArvinMeritor Sweden and (2) any Subsidiary that is not a Wholly-Owned Subsidiary of the Company to the extent the organizational documents of such Subsidiary do not permit such Subsidiary to provide an unconditional guaranty of the Secured Obligations (or require the consent of a third-party therefor).

Guaranty Documentation. (i) On the Restatement Effective Date, the Company shall cause each Domestic Subsidiary and Special Foreign Subsidiary of the Company (other than Xxxxx Cayman Islands, Ltd.) as of the Restatement Effective Date to execute and deliver the Subsidiary Guaranty or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization, in each case, together with such other documentation with respect to such Initial Loan Party as may be required pursuant to the terms of the Third Second Amendment and Restatement Agreement. (ii) In addition to causing each Domestic Subsidiary and Special Foreign Subsidiary to execute and deliver a Subsidiary Guaranty on the Restatement Effective Date as required by the foregoing clause (i), the Company will cause each Person that constitutes a Domestic Subsidiary or Special Foreign Subsidiary of the Company after the Restatement Effective Date (whether by virtue of the consummation of a Permitted Acquisition, any corporate reorganization or otherwise) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after such qualification, (x) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Special Foreign Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (y) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (z) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. (iii) In addition to the foregoing, if at any time any Foreign Subsidiary of the Company which is not a Foreign Subsidiary Guarantor guarantees any Indebtedness of the Company or any Domestic Subsidiary, the Company shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after the date upon which such Subsidiary shall have guaranteed such Indebtedness, (a) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (b) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (c) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Following the date upon which any such Foreign Subsidiary shall cease to be obligated as a guarantor of any Indebtedness of any Domestic Subsidiary other than the Obligations, unless such Foreign Subsidiary shall be required to be a Subsidiary Guarantor pursuant to the foregoing clauses (i) or (ii), the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to the Company such documentation as the Company may reasonably request in order to release such Foreign Subsidiary from the applicable Subsidiary Guaranty. (iv) Notwithstanding the foregoing (a) the Subsidiary Borrower shall not be required to execute and deliver a Subsidiary Guaranty and (b) so long as such Subsidiaries shall not have guaranteed any third-party Indebtedness of the Company or any Domestic Subsidiary the execution and delivery of a Subsidiary Guaranty Subsidiary, (1) each SPV shall not be required by (1) any SPV, (2) from to execute and after its release as described in Section 11.15(B), any Permitted Release Guarantor and ArvinMeritor Sweden deliver a Subsidiary Guaranty and (2) any no other Subsidiary that is not a Wholly-Owned Subsidiary of the Company shall be required to execute and deliver a Subsidiary Guaranty to the extent the organizational documents of such Subsidiary do not permit such Subsidiary to provide an unconditional guaranty of the Secured Obligations (or require the consent of a third-party therefor).

Guaranty Documentation. (i) On the Restatement Effective Date, the Company shall cause each Domestic Subsidiary and Special Foreign Subsidiary of the Company as of the Restatement Effective Date to execute and deliver the Subsidiary Guaranty or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization, in each case, together with such other documentation with respect to such Initial Loan Party as may be required pursuant to the terms of the Third Amendment and Restatement Agreement. (ii) In addition to causing each Domestic Subsidiary and Special Foreign Subsidiary to execute and deliver a Subsidiary Guaranty on the Restatement Effective Date as required by the foregoing clause (i), the Company will cause each Person that constitutes a Domestic Subsidiary or Special Foreign Subsidiary of the Company after the Restatement Effective Date (whether by virtue of the consummation of a Permitted Acquisition, any corporate reorganization or otherwise) to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after such qualification, (x) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or, in the case of any Special Foreign Subsidiary, such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Special Foreign Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Special Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (y) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (z) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. (iii) In addition to the foregoing, if at any time any Foreign Subsidiary of the Company which is not a Foreign Subsidiary Guarantor guarantees any Indebtedness of the Company or any Domestic Subsidiary, the Company shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible but in any event within thirty (30) days (or such later date as is agreed to by the Administrative Agent) after the date upon which such Subsidiary shall have guaranteed such Indebtedness, (a) an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form attached thereto or such other guaranty document as the Administrative Agent shall reasonably deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Secured Obligations and as may be enforceable under the laws of such Foreign Subsidiary’s jurisdiction of organization (whereupon such Subsidiary shall become a “Subsidiary Guarantor”), (b) the Collateral Documents required to be delivered by such Person pursuant to Section 7.2(L)(i) and (c) resolutions, officer’s certificates, opinions of counsel and such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Following the date upon which any such Foreign Subsidiary shall cease to be obligated as a guarantor of any Indebtedness of any Domestic Subsidiary other than the Obligations, unless such Foreign Subsidiary shall be required to be a Subsidiary Guarantor pursuant to the foregoing clauses (i) or (ii), the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to the Company such documentation as the Company may reasonably request in order to release such Foreign Subsidiary from the applicable Subsidiary Guaranty. (iv) Notwithstanding the foregoing (a) the Subsidiary Borrower shall not be required to execute and deliver a Subsidiary Guaranty and (b) so long as such Subsidiaries shall not have guaranteed any third-party Indebtedness of the Company or any Domestic Subsidiary the execution and delivery of a Subsidiary Guaranty Subsidiary, (1) each SPV shall not be required by (1) any SPV, (2) from to execute and after its release as described in Section 11.15(B), any Permitted Release Guarantor and ArvinMeritor Sweden deliver a Guaranty and (2) any no other Subsidiary that is not a Wholly-Owned Subsidiary of the Company shall be required to execute and deliver a Guaranty to the extent the organizational documents of such Subsidiary do not permit such Subsidiary to provide an unconditional guaranty of the Secured Obligations (or require the consent of a third-party therefor).