Common use of Subsequent Guarantors Clause in Contracts

Subsequent Guarantors. If any Subsidiary of the Company that is not then party to a Guaranty Agreement (as defined below) at any time Guaranties, or becomes a co-borrower or co-obligor of any Indebtedness of the Company under any Primary Credit Facility, the Company shall cause such Subsidiary at such time to execute and deliver to the holders of the Notes an agreement (a “Guaranty Agreement”), in the form attached hereto as Exhibit 9.7, under which such Subsidiary shall Guaranty the Company’s obligations under this Agreement and the Notes, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate delivered with respect to the Company pursuant to Section 4.3(b) on the date of First Closing and an opinion of counsel in form and substance substantially similar to the opinion delivered with respect to the Company pursuant to Section 4.4(a) on the date of First Closing. The Guaranty and Guaranty Agreement of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if such Subsidiary Guarantor shall have been released from its obligations as a guarantor, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and the Notes, provided that (i) no Default or Event of Default exists at the time of such release or would result therefrom and (ii) such Guaranty and Guaranty Agreement shall not be released and discharged if the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrower, obligor, or guarantor under or in respect of all or any portion of any Primary Credit Facility, unless such consideration, remuneration or concession is concurrently paid or given, on the same terms, ratably to the holders of the Notes. Any release pursuant to the preceding sentence shall not become effective unless the Company also shall have delivered to the holders of the Notes an Officer’s Certificate certifying as to the satisfaction of each of the conditions of such release as set forth in the preceding sentence.

Subsequent Guarantors. If any Subsidiary of the Company that is not then party to a Guaranty Agreement (as defined below) at any time Guaranties, or a Person becomes a co-borrower joint- or co-obligor of with the Company under, or is obligated under a Guarantee with respect to, any Indebtedness Debt of the Company under the Company’s primary bank facility (it being understood that as of the date of this Agreement Canada Starch is not a joint- or co-obligor with under such facility) or under any other Primary Credit FacilityDebt Obligations of the Company (a “Creditors’ Guarantee”), then the Company shall cause such Subsidiary Person at such time to execute and deliver to Prudential and the holders of the Notes an agreement (a “Guaranty Agreement”), in Guarantee with respect to the form attached hereto as Exhibit 9.7, under which such Subsidiary shall Guaranty obligations of the Company’s obligations Company under this Agreement and the NotesNotes which is in substantially the same form as such Creditors’ Guarantee, accompanied by a certificate and will provide to the holders of the Secretary or Assistant Secretary Notes such certificates, legal opinions and other documents and instruments, and the benefit of such Subsidiary certifying such Subsidiary’s charter representations, warranties, covenants and by-laws (or comparable governing documents)defaults, resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate delivered with respect to the Company pursuant Guarantee being delivered under this paragraph 5J as are provided to Section 4.3(b) on or for the date benefit of First Closing and an opinion the holders of counsel in form and substance substantially similar the Debt relating to such Creditors’ Guarantee with respect to such Creditors’ Guarantee; provided, that if such Creditors’ Guarantee shall expire or otherwise terminate, then the opinion delivered Guarantee with respect to the obligations of the Company pursuant to Section 4.4(a) on the date of First Closing. The Guaranty and Guaranty Agreement of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if such Subsidiary Guarantor shall have been released from its obligations as a guarantor, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and the Notes, Notes required under this paragraph 5J to be provided that by virtue of such expired or terminated Creditors’ Guarantee shall likewise terminate and be of no further force or effect so long as (i) at the time of such expiration or termination, and after giving effect thereto, no Default or Event of Default exists shall exist, and (ii) if any fees or other compensation or concessions are given to obtain the release or termination of any such Creditors’ Guaranty to which such Person was a party, then the holders of the Notes shall have received such fees or other compensation or concessions on a proportionate basis based upon the relative outstanding principal amount of the Notes and the relative outstanding principal amount of the Debt that was the subject of such Creditors’ Guarantee at the time of such release or would result therefrom and (ii) such Guaranty and Guaranty Agreement other termination. For purposes of clarity, the expiration or termination of any Creditors’ Guarantee shall not be released and discharged if relieve the Company or of any Subsidiary or Affiliate, directly or indirectly, pays or causes obligations it may have under this paragraph 5J with respect to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrower, obligor, or guarantor under or in respect of all or any portion of any Primary Credit Facility, unless such consideration, remuneration or concession is concurrently paid or given, on the same terms, ratably to the holders of the Notes. Any release pursuant to the preceding sentence Creditors’ Guarantee that shall not become effective unless the Company also shall have delivered to the holders of the Notes an Officer’s Certificate certifying as to the satisfaction of each of the conditions of such release as set forth in the preceding sentenceexpired or terminated.

Subsequent Guarantors. If The Company covenants that if at any time after the initial Closing Day any Subsidiary of the Company that which is not then party to a Guaranty Agreement (as defined below) at any time GuarantiesGuarantor, or becomes shall become a co-borrower or co-obligor of of, or become obligated under any Contingent Obligation with respect to, any Indebtedness of the Company under any Primary Credit Facility, the Company shall will cause such Subsidiary at such time to execute and deliver to the holders of the Notes an agreement (a “Guaranty Agreement”), Agreement in the form of Exhibit C-1 hereto or a joinder to the Guaranty Agreement in the form of Exhibit A attached hereto as Exhibit 9.7, under which thereto. Each such Subsidiary Guaranty Agreement or joinder shall Guaranty the Company’s obligations under this Agreement and the Notes, be accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement or joinder and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate delivered documents, certificates with respect to such Subsidiary of the Company pursuant to Section 4.3(btype described in paragraph 3A(iv) on the date of First Closing and an opinion opinions of counsel in form and substance substantially similar to the opinion delivered for such Subsidiary with respect to the Company pursuant to Section 4.4(a) on the date of First Closing. The Guaranty and such Guaranty Agreement of the type described in paragraph 3C. The holders of the Notes agree to discharge and release any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if from such Subsidiary Guarantor shall have been released from its obligations as a guarantor, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and upon the Noteswritten request of the Company, provided that (i) such Subsidiary has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary under such Guaranty Agreement) as an obligor and guarantor under and in respect of each Primary Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Employee, (ii) at the time of such release and discharge, the Company delivers a certificate of a Responsible Employee to the holders of the Notes stating that no Default or Event of Default exists at the time of such exists, and (iii) if any release or would result therefrom and (ii) such Guaranty and Guaranty Agreement shall not be released and discharged if the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, similar fee or otherwise, is given to any creditor holder of Indebtedness of the Company or for the purpose of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any a release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrowera guarantor or obligor of such Indebtedness, obligor, or guarantor under or in respect of all or any portion of any Primary Credit Facility, unless such consideration, remuneration or concession is concurrently paid or given, on the same terms, ratably to the holders of the Notes. Any release pursuant to the preceding sentence shall not become effective unless the Company also shall have delivered to the holders of the Notes an Officer’s Certificate certifying as shall receive consideration on a pro rata basis in proportion to the satisfaction of each relative outstanding principal amounts of the conditions Notes and the principal amount of such release as set forth other Indebtedness (including, in the preceding sentencecase of a revolving credit facility, the aggregate principal amount of additional loans that the lenders are legally committed to fund thereunder).

Subsequent Guarantors. If any Subsidiary of the The Company covenants that is not then party to a Guaranty Agreement (as defined below) if at any time Guarantiesafter the date of this Agreement any Subsidiary which is not already a Guarantor at such time, shall be or becomes become obligated (whether as a co-borrower or co-obligor an obligor) in respect of all or any part of the Indebtedness of the Company under any Primary or its Subsidiaries under, or in respect of, the Credit FacilityAgreement, the Company shall will cause each such Subsidiary at Subsidiary, contemporaneously with entering into any such time Guaranty (and in any event no later than 30 days thereafter), to execute and deliver to the holders of the Notes an agreement (a) a “Guaranty Agreement”), in the form attached hereto as Exhibit 9.7, under which such Subsidiary shall Guaranty of the Company’s obligations under the Notes and this Agreement, in substantially the form of the Guaranty Agreement attached as Exhibit 4.7 to this Agreement and the Notes, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate extent permitted under local law, and (b) to the extent an opinion of counsel is delivered with respect to such Guaranty of such Indebtedness under, or in respect of, the Company pursuant to Section 4.3(b) on the date of First Closing and Credit Agreement, an opinion of counsel in form and substance substantially similar to the opinion delivered for such Subsidiary with respect to such Guaranty in substantially the Company pursuant to Section 4.4(a) on form of the date opinion of First Closingcounsel so delivered under, or in respect of, the Credit Agreement. The Guaranty and Guaranty Agreement of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if such Subsidiary Guarantor shall have been released from its obligations as a guarantorNotwithstanding the foregoing, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and the Notes, provided no Subsidiaries that (i) no Default or Event of Default exists at are borrowers under the time of such release or would result therefrom and Credit Agreement, (ii) such Guaranty are not Domestic Subsidiaries and Guaranty Agreement shall (iii) do not be released and discharged if guarantee Indebtedness of the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrower, obligor, or guarantor Subsidiaries under or in respect of the Credit Agreement (and are not otherwise jointly and severally liable therefor) will be required to become Guarantors under the Notes or this Agreement. In addition, neither Xxxxxxx & Co. Japan Inc. nor any other Domestic Subsidiary of the Company that is a borrower under the Credit Agreement shall be required to become a Guarantor under the Notes or this Agreement pursuant to this Section 9.6, so long as (x) the aggregate Indebtedness of all such Domestic Subsidiaries under the Credit Agreement does not exceed One Hundred Fifty Million Dollars ($150,000,000) outstanding at any time, and (y) such Subsidiary does not guarantee any Indebtedness of the Company or any portion of any Primary Credit Facility, unless such consideration, remuneration other Subsidiaries under or concession is concurrently paid or given, on the same terms, ratably to the holders in respect of the Notes. Any release pursuant to the preceding sentence shall Credit Agreement (and is not become effective unless the Company also shall have delivered to the holders of the Notes an Officer’s Certificate certifying as to the satisfaction of each of the conditions of such release as set forth in the preceding sentenceotherwise jointly and severally liable therefor).”

Subsequent Guarantors. If any Subsidiary of the Company that is not then party to a Guaranty Agreement (as defined below) at any time Guaranties, or becomes a co-borrower or co-obligor of any Indebtedness of the Company under any Primary Credit Facility, the Company shall cause such Subsidiary at such time to execute and deliver to the holders of the Notes an agreement (a “Guaranty Agreement”), in the form attached hereto as Exhibit 9.7, under which such Subsidiary shall Guaranty the Company’s obligations under this Agreement and the Notes, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate delivered with respect to the Company pursuant to Section 4.3(b) on the date of First Closing and an opinion of counsel in form and substance substantially similar to the opinion delivered with respect to the Company pursuant to Section 4.4(a) on the date of First Closing. The Guaranty and Guaranty Agreement of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if such Subsidiary Guarantor shall have been released from its obligations as a guarantor, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and the Notes, provided that (i) no Default or Event of Default exists at the time of such release or would result therefrom and (ii) such Guaranty and Guaranty Agreement shall not be released and discharged if the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrower, obligor, or guarantor under or in respect of all or any portion of any Primary Credit Facility, unless such consideration, remuneration or concession is concurrently paid or given, on the same terms, ratably to the holders of the Notes. Any release pursuant to the preceding sentence shall not become effective unless the Company also shall have delivered to the holders of the Notes an Officer’s Certificate certifying as to the satisfaction of each of the conditions of such release as set forth in the preceding sentence.

Subsequent Guarantors. If any Subsidiary of the The Company covenants that is not then party to a Guaranty Agreement (as defined below) if at any time Guarantiesafter the date of this Agreement any Subsidiary which is not already a Guarantor at such time, shall be or becomes become obligated (whether as a co-borrower or co-obligor an obligor) in respect of all or any part of the Indebtedness of the Company under any Primary or its Subsidiaries under, or in respect of, the Credit FacilityAgreement, the Company shall will cause each such Subsidiary at Subsidiary, contemporaneously with entering into any such time Guaranty (and in any event no later than 30 days thereafter), to execute and deliver to the holders of the Notes an agreement (a) a “Guaranty Agreement”), in the form attached hereto as Exhibit 9.7, under which such Subsidiary shall Guaranty of the Company’s obligations under the Notes and this Agreement, in substantially the form of the Guaranty Agreement attached as Exhibit 4.7 to this Agreement and the Notes, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate extent permitted under local law, and (b) to the extent an opinion of counsel is delivered with respect to such Guaranty of such Indebtedness under, or in respect of, the Company pursuant to Section 4.3(b) on the date of First Closing and Credit Agreement, an opinion of counsel in form and substance substantially similar to the opinion delivered for such Subsidiary with respect to such Guaranty in substantially the Company pursuant to Section 4.4(a) on form of the date opinion of First Closingcounsel so delivered under, or in respect of, the Credit Agreement. The Guaranty and Guaranty Agreement of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if such Subsidiary Guarantor shall have been released from its obligations as a guarantorNotwithstanding the foregoing, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and the Notes, provided no Subsidiaries that (i) no Default or Event of Default exists at are borrowers under the time of such release or would result therefrom and Credit Agreement, (ii) such Guaranty are not Domestic Subsidiaries and Guaranty Agreement shall (iii) do not be released and discharged if guarantee Indebtedness of the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrower, obligor, or guarantor Subsidiaries under or in respect of the Credit Agreement (and are not otherwise jointly and severally liable therefor) will be required to become Guarantors under the Notes or this Agreement. In addition, neither {00285051.DOCX v.12} -SC1:5231830.5 Xxxxxxx & Co. Japan Inc. nor any other Domestic Subsidiary of the Company that is a borrower under the Credit Agreement shall be required to become a Guarantor under the Notes or this Agreement pursuant to this Section 9.6, so long as (x) the aggregate Indebtedness of all such Domestic Subsidiaries under the Credit Agreement does not exceed One Hundred Fifty Million Dollars ($150,000,000) outstanding at any time, and (y) such Subsidiary does not guarantee any Indebtedness of the Company or any portion of any Primary Credit Facility, unless such consideration, remuneration other Subsidiaries under or concession is concurrently paid or given, on the same terms, ratably to the holders in respect of the Notes. Any release pursuant to the preceding sentence shall Credit Agreement (and is not become effective unless the Company also shall have delivered to the holders of the Notes an Officer’s Certificate certifying as to the satisfaction of each of the conditions of such release as set forth in the preceding sentenceotherwise jointly and severally liable therefor).

Subsequent Guarantors. If The Company covenants that if at any time any Subsidiary of the Company that which is not then party to a Guaranty Agreement (as defined below) at any time GuarantiesGuarantor, or becomes shall become a co-borrower or co-obligor of of, or become obligated under any Contingent Obligation with respect to, any Indebtedness of the Company under any Primary Credit Facility, the Company shall will cause such Subsidiary at such time to execute and deliver to the holders of the Notes an agreement (a “Guaranty Agreement”), Agreement in the form of Exhibit C-1 hereto or a joinder to the Guaranty Agreement in the form of exhibit attached hereto as Exhibit 9.7, under which thereto. Each such Subsidiary Guaranty Agreement or joinder shall Guaranty the Company’s obligations under this Agreement and the Notes, be accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement or joinder and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate delivered documents, certificates with respect to such Subsidiary of the Company pursuant to Section 4.3(btype described in paragraph 3A(iv) on the date of First Closing and an opinion opinions of counsel in form and substance substantially similar to the opinion delivered for such Subsidiary with respect to the Company pursuant to Section 4.4(a) on the date of First Closing. The Guaranty and such Guaranty Agreement of the type described in paragraph 3C. The holders of the Notes agree to discharge and release any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if from such Subsidiary Guarantor shall have been released from its obligations as a guarantor, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and upon the Noteswritten request of the Company, provided that (i) such Subsidiary has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary under such Guaranty Agreement) as an obligor and guarantor under and in respect of each Primary Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Employee, (ii) at the time of such release and discharge, the Company delivers a certificate of a Responsible Employee to the holders of the Notes stating that no Default or Event of Default exists at the time of such exists, and (iii) if any release or would result therefrom and (ii) such Guaranty and Guaranty Agreement shall not be released and discharged if the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, similar fee or otherwise, is given to any creditor holder of Indebtedness of the Company or for the purpose of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any a release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrowera guarantor or obligor of such Indebtedness, obligor, or guarantor under or in respect of all or any portion of any Primary Credit Facility, unless such consideration, remuneration or concession is concurrently paid or given, on the same terms, ratably to the holders of the Notes. Any release pursuant to the preceding sentence shall not become effective unless the Company also shall have delivered to the holders of the Notes an Officer’s Certificate certifying as shall receive consideration on a pro rata basis in proportion to the satisfaction of each relative outstanding principal amounts of the conditions Notes and the principal amount of such release as set forth other Indebtedness (including, in the preceding sentencecase of a revolving credit facility, the aggregate principal amount of additional loans that the lenders are legally committed to fund thereunder).

Subsequent Guarantors. If any Subsidiary of the Company that is not then party to a Guaranty Agreement (as defined below) at any time Guaranties, or becomes a co-borrower or co-obligor of any Indebtedness of the Company under any Primary Credit Facility, the Company shall cause such Subsidiary at such time to execute and deliver to the holders of the Notes an agreement (a “Guaranty Agreement”), in the form attached hereto as Exhibit 9.7, under which such Subsidiary shall Guaranty the Company’s obligations under this Agreement and the Notes, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate delivered with respect to the Company pursuant to Section 4.3(b) on the date of First the Closing and an opinion of counsel in form and substance substantially similar to the opinion delivered with respect to the Company pursuant to Section 4.4(a) on the date of First the Closing. The Guaranty and Guaranty Agreement of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if such Subsidiary Guarantor shall have been released from its obligations as a guarantor, co-borrower and/or co-obligor under each Principal Primary Credit Facility giving rise to an obligation to Guaranty this Agreement and the Notes, provided that (i) no Default or Event of Default exists at the time of such release or would result therefrom and (ii) such Guaranty and Guaranty Agreement shall not be released and discharged if the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrower, obligor, or guarantor under or in respect of all or any portion of any Primary Credit Facility, unless such consideration, remuneration or concession is concurrently paid or given, on the same terms, ratably to the holders of the Notes. Any release pursuant to the preceding sentence shall not become effective unless the Company also shall have delivered to the holders of the Notes an Officer’s Certificate certifying as to the satisfaction of each of the conditions of such release as set forth in the preceding sentence.

Subsequent Guarantors. If any Subsidiary of the Company Person that is not then party to a the Guaranty Agreement (as defined below) at any time Guaranties, or becomes a co-borrower or co-obligor of with the Company under, or is obligated under a Guaranty with respect to, any Indebtedness of the Company under any the Primary Credit Working Capital Facility, then the Company shall will cause such Subsidiary Person at such time to execute and deliver to Prudential and the holders of the Notes an agreement (a “joinder to the Guaranty Agreement”), Agreement in the form attached hereto as Exhibit 9.7, under which such Subsidiary shall A to the Guaranty the Company’s obligations under this Agreement and the NotesAgreement, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary Person certifying such SubsidiaryPerson’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary Person authorizing the execution and delivery of such joinder to the Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary Person executing such documents and otherwise such instruments and documents as Prudential or the Required Holder(s) shall request in form and substance substantially similar to the certificate delivered with respect to the Company pursuant to Section 4.3(b) on the date of First Closing connection therewith and an opinion of counsel in form and substance substantially similar acceptable to Prudential and the Required Holder(s) as to the opinion delivered with respect enforceability of the Guaranty Agreement against such Person. Notwithstanding the foregoing, if at any time subsequent to the Company pursuant to Section 4.4(a) on Restatement Date, the date consolidated total assets of First Closing. The Guaranty and Guaranty Agreement of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if the Domestic Subsidiaries which are not Guarantors at such Subsidiary Guarantor shall have been released from its obligations as a guarantor, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and the Notes, provided that (i) no Default or Event of Default exists at the time of such release or would result therefrom and (ii) such Guaranty and Guaranty Agreement shall not be released and discharged if determination, exceed 10% of the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, fee or otherwise, to any creditor consolidated total assets of the Company or of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrowerand its Subsidiaries, obligor, or guarantor under or in respect of all or any portion of any Primary Credit Facility, unless such consideration, remuneration or concession is concurrently paid or given, on the same terms, ratably to the holders of the Notes. Any release pursuant to the preceding sentence shall not become effective unless the Company also shall have delivered will cause additional Domestic Subsidiaries (who are not then Guarantors) to execute and deliver to Prudential and the holders of the Notes an Officer’s Certificate certifying as a joinder to the satisfaction Guaranty Agreement in the form of each Exhibit A to the Guaranty Agreement and all such other documents required by this paragraph 5K or paragraph 5L to the extent necessary to cause the consolidated total assets of the conditions Domestic Subsidiaries which are not Guarantors to be less than 10% of the consolidated total assets of the Company and its Subsidiaries. Such calculation shall be done quarterly and, if any additional Domestic Subsidiaries are required by the immediately preceding sentence to be joined as Guarantors, such release as set forth in information shall be reported concurrent with the preceding sentencedelivery of the Compliance Certificate for the relevant period.

Subsequent Guarantors. If any Subsidiary of the Company that is not then party to a Guaranty Agreement (as defined below) at any time Guaranties, or becomes a co-borrower or co-obligor of any Indebtedness of the Company under any Primary Credit Facility, the Company shall cause such Subsidiary at such time to execute and deliver to the holders of the Notes an agreement (a “Guaranty Agreement”), in the form attached hereto as Exhibit 9.7, under which such Subsidiary shall Guaranty the Company’s obligations under this Agreement and the Notes, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate delivered with respect to the Company pursuant to Section 4.3(b) on the date of First Closing and an opinion of counsel in form and substance substantially similar to the opinion delivered with respect to the Company pursuant to Section 4.4(a) on the date of First Closing. The Guaranty and Guaranty Agreement of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if such Subsidiary Guarantor shall have been released from its obligations as a guarantor, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and the Notes, provided that (i) no Default or Event of Default exists at the time of such release or would result therefrom and (ii) such Guaranty and Guaranty Agreement shall not be released and discharged if the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrower, obligor, or guarantor under or in respect of all or any portion of any Primary Credit Facility, unless such consideration, remuneration or concession is concurrently paid or given, on the same terms, ratably to the holders of the Notes. Any release pursuant to the preceding sentence shall not become effective unless the Company also shall have delivered to the holders of the Notes an Officer’s 's Certificate certifying as to the satisfaction of each of the conditions of such release as set forth in the preceding sentence.