Common use of Required Subsidiary Guarantors Clause in Contracts

Required Subsidiary Guarantors. (a) If on the Funding Date any Subsidiary guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, such Subsidiary shall execute a Subsidiary Guaranty and deliver it to the Administrative Agent on the Funding Date. If, after the Funding Date, any Subsidiary that is not already a Loan Party guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, such Subsidiary shall become a guarantor of the Obligations by executing a Subsidiary Guaranty and delivering it to the Administrative Agent within ten (10) Business Days of the date on which it guaranteed such Indebtedness (or such later date as agreed to by the Administrative Agent), together with such other additional closing documents, certificates and legal opinions (which may be opinions of in-house counsel) as shall reasonably be requested by the Administrative Agent. (b) So long as no Default has occurred and is continuing (or would result from such release), (i) if all of the Equity Interests of a Subsidiary Guarantor that are owned by the Borrower or any other Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement and as a result of such disposition such Person is no longer a Subsidiary or (ii) if (A) the conditions set forth in paragraph (a) of this Section requiring such Person to be a Subsidiary Guarantor no longer exist and (B) immediately after giving effect to the release of such Subsidiary Guarantor (and giving effect to any repayment of Indebtedness that occurs substantially concurrently with such release), all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then promptly following the Borrower’s request, the Administrative Agent shall execute a release of such Subsidiary Guarantor from its Subsidiary Guaranty. A request by the Borrower for a release pursuant to this paragraph shall be accompanied by a certificate of a Responsible Officer certifying that the conditions to release set forth in this Section have been satisfied. Any execution and delivery of any such release by the Administrative Agent shall be without recourse or warranty by the Administrative Agent. (c) The Borrower may, but shall not be required to, cause Subsidiaries (other than those required to become Subsidiary Guarantors pursuant to paragraph (a) of this Section to become Subsidiary Guarantors pursuant to Section 9.09.

Required Subsidiary Guarantors. (a) If on the Funding Closing Date any Subsidiary guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, then such Subsidiary shall execute a Subsidiary Guaranty and deliver it to the Administrative Agent on the Funding Closing Date. If, after the Funding Closing Date, any Subsidiary that is not already a Loan Party guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, then such Subsidiary shall become a guarantor of the Obligations by executing a Subsidiary Guaranty and delivering it to the Administrative Agent within ten (10) Business Days of the date on which it guaranteed such Indebtedness (or such later date as agreed to by the Administrative Agent), together with such other additional closing documents, certificates and legal opinions (which may be opinions of in-house counsel) as shall reasonably be requested by the Administrative Agent. (b) So long as no Default has occurred and is continuing (or would result from such release), (i) if all of the Equity Interests of a Subsidiary Guarantor that are owned by the Borrower or any other Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement and as a result of such disposition such Person is no longer a Subsidiary or (ii) if (A) the conditions set forth in paragraph (aSection 5.10(a) of this Section requiring such Person to be a Subsidiary Guarantor no longer exist and (B) immediately after giving effect to the release of such Subsidiary Guarantor (and giving effect to any repayment of Indebtedness that occurs substantially concurrently with such release), all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then promptly following the Borrower’s request, the Administrative Agent shall execute a release of such Subsidiary Guarantor from its Subsidiary Guaranty. A request by the Borrower for a release pursuant to this paragraph Section shall be accompanied by a certificate of a Responsible Officer certifying that the conditions to release set forth in this Section have been satisfied. Any execution and delivery of any such release by the Administrative Agent shall be without recourse or warranty by the Administrative Agent. (c) The Borrower may, but shall not be required to, cause Subsidiaries (other than those required to become Subsidiary Guarantors pursuant to paragraph (aSection 5.10(a)) of this Section to become Subsidiary Guarantors pursuant to Section 9.09.

Required Subsidiary Guarantors. (a) If on the Funding Closing Date any Subsidiary guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, then such Subsidiary shall execute a the Subsidiary Guaranty Guarantee and deliver it to the Administrative Agent on the Funding Closing Date. If, after the Funding Closing Date, any Subsidiary that is not already a Loan Party Subsidiary Guarantor guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, then such Subsidiary shall become a guarantor of the Obligations by executing the Subsidiary Guarantee, or a Subsidiary Guaranty supplement thereto in the form specified therein, and delivering it to the Administrative Agent within ten (10) 10 Business Days of the date on which it guaranteed such Indebtedness (or such later date as agreed to by the Administrative Agent), together with such other additional closing documents, certificates and legal opinions (which may be opinions of in-house counsel) as shall reasonably be requested by the Administrative Agent. In connection with the initial execution and delivery of the Subsidiary Guarantee, the Borrower shall execute and deliver a counterpart thereof to the Administrative Agent. (b) So long as no Default has occurred and is continuing (or would result from such release), (i) if all of the Equity Interests of a Subsidiary Guarantor that are owned by the Borrower or any other Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement and as a result of such disposition such Person is no longer a Subsidiary or (ii) if (A) the conditions set forth in paragraph (aSection 5.10(a) of this Section requiring such Person to be a Subsidiary Guarantor no longer exist (other than as a result of a payment by such Subsidiary Guarantor upon its guarantee) and (B) immediately after giving effect to the release of such Subsidiary Guarantor (and giving effect to any repayment of Indebtedness that occurs substantially concurrently with such release), all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then promptly following the Borrower’s request, the Administrative Agent shall execute a release of such Subsidiary Guarantor from its Subsidiary GuarantyGuarantee. A request by the Borrower for a release pursuant to this paragraph Section shall be accompanied by a certificate of a Responsible Officer of the Borrower certifying that the conditions to release set forth in this Section have been satisfied. Any execution and delivery of any such release by the Administrative Agent shall be without recourse or warranty by the Administrative Agent. (c) The Borrower may, but shall not be required to, cause Subsidiaries (other than those required to become Subsidiary Guarantors pursuant to paragraph (aSection 5.10(a)) of this Section to become Subsidiary Guarantors pursuant to Section 9.09.

Required Subsidiary Guarantors. (a) If on the Funding Closing Date any Subsidiary guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, then such Subsidiary shall execute a Subsidiary Guaranty and deliver it to the Administrative Agent on the Funding Closing Date. If, after the Funding Closing Date, any Subsidiary that is not already a Loan Party guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, such then that Subsidiary shall become a guarantor of the Obligations by executing a Subsidiary Guaranty and delivering it to the Administrative Agent within ten (10) Business Days of the date on which it guaranteed such Indebtedness (or such later date as agreed to by the Administrative Agent), together with such other additional closing documents, certificates and legal opinions (which may be opinions of in-house counsel) as shall reasonably be requested by the Administrative Agent. (b) So long as no Default has occurred and is continuing (or would result from such release), (i) if all of the Equity Interests of a Subsidiary Guarantor that are owned by the Borrower or any other Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement and as a result of such disposition such Person is no longer a Subsidiary Subsidiary, or (ii) if (A) the conditions set forth in paragraph (aSection 5.10(a) of this Section requiring such Person to be a Subsidiary Guarantor no longer exist and, if applicable, the conditions set forth in Section 6.05 requiring such Person to be a Subsidiary Guarantor no longer exist, and (B) immediately after giving effect to the release of such Subsidiary Guarantor (and giving effect to any repayment of Indebtedness that occurs substantially concurrently with such release), all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then promptly following the Borrower’s request, the Administrative Agent shall execute a release of such Subsidiary Guarantor from its Subsidiary Guaranty. A request by the Borrower for a release pursuant to this paragraph Section shall be accompanied by a certificate of a Responsible Officer certifying that the conditions to release set forth in this Section have been satisfied. Any execution and delivery of any such release by the Administrative Agent shall be without recourse or warranty by the Administrative Agent. (c) The Borrower may, but shall not be required to, cause Subsidiaries (other than those required to become Subsidiary Guarantors pursuant to paragraph (aSection 5.10(a)) of this Section to become Subsidiary Guarantors pursuant to Section 9.0910.09.

Required Subsidiary Guarantors. (a) If on the Funding Closing Date any Subsidiary guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, then such Subsidiary shall execute a Subsidiary Guaranty and deliver it to the Administrative Agent on the Funding Closing Date. If, after the Funding Closing Date, any Subsidiary that is not already a Loan Party guarantees (i) any Indebtedness under the Existing Credit Agreement (or any refinancing thereof) or (ii) any other Indebtedness of the Borrower in an aggregate principal amount of $20,000,000 or more, then, in each case, such then that Subsidiary shall become a guarantor of the Obligations by executing a Subsidiary Guaranty and delivering it to the Administrative Agent within ten (10) Business Days of the date on which it guaranteed such Indebtedness (or such later date as agreed to by the Administrative Agent)Indebtedness, together with such other additional closing documents, certificates and legal opinions (which may be opinions of in-house counsel) as shall reasonably be requested by the Administrative Agent. (b) So long as no Default has occurred and is continuing (or would result from such release), (i) if all of the Equity Interests of a Subsidiary Guarantor that are owned by the Borrower or any other Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement and as a result of such disposition such Person is no longer a Subsidiary Subsidiary, or (ii) if (A) the conditions set forth in paragraph (aSection 5.10(a) of this Section requiring such Person to be a Subsidiary Guarantor no longer exist and (B) immediately after giving effect to the release of such Subsidiary Guarantor (and giving effect to any repayment of Indebtedness that occurs substantially concurrently with such release)Guarantor, all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then promptly following the Borrower’s request, the Administrative Agent shall execute a release of such Subsidiary Guarantor from its Subsidiary Guaranty. A request by the Borrower for a release pursuant to this paragraph Section shall be accompanied by a certificate of a Responsible Officer certifying that the conditions to release set forth in this Section have been satisfied. Any execution and delivery of any such release by the Administrative Agent shall be without recourse or warranty by the Administrative Agent. (c) The Borrower may, but shall not be required to, cause Subsidiaries (other than those required to become Subsidiary Guarantors pursuant to paragraph (a) of this Section to become Subsidiary Guarantors pursuant to Section 9.095.10(a)) to become Guarantors pursuant to Section 10.09.