Common use of Subsequent Guarantors Clause in Contracts

Subsequent Guarantors. The Company covenants that if any Subsidiary is or shall become a co-borrower or co-obligor with the Company, or is or shall become obligated under any Guaranty, other than any Run-Off Guaranty, with respect to the obligations owed by the Company, under any Principal Lending Agreement at any time on or after July 27, 2011, then the Company will (a) cause such Subsidiary to execute and deliver to the holders of the Notes a guaranty agreement (each as amended, supplemented, restated or otherwise modified from time to time, a “Guaranty Agreement”) in form reasonably satisfactory to Prudential and the Required Holder(s) and (b) cause the Indebtedness under this Agreement and the Notes to be included in an Intercreditor Agreement with the holders of the indebtedness issued under such Principal Lending Agreement. Each such Guaranty Agreement shall 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 and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, and an opinion of counsel for such Subsidiary with respect to such Guaranty Agreement of the type described in Section 4.4. Nothing in this Section 9.8 shall be construed to limit any restrictions contained in Section 10.6.

Subsequent Guarantors. The Company Each Transaction Party covenants that if at any Subsidiary time any Person, which is or not then a Guarantor, shall become a borrower, co-borrower borrower, obligor or co-obligor with the Companyunder, or is or shall become obligated under any Guaranty, other than any Run-Off Guaranty, a Guarantee with respect to any Indebtedness outstanding or incurrable under, the obligations owed by the CompanyPrincipal any Material Credit Facility, under any Principal Lending Agreement at any time on or after July 27, 2011, then the Company will (a) or the Treasury Management Line, the Transaction Parties will, concurrently therewith, cause such Subsidiary Person to execute and deliver to the holders of the Notes a guaranty agreement (each as amended, supplemented, restated joinder to the Guaranty Agreement in the form attached to the Guaranty Agreement or otherwise modified from time to time, a “Guaranty Agreement”) Agreement substantially in the form reasonably satisfactory to Prudential and the Required Holder(s) and (b) cause the Indebtedness under this Agreement and the Notes to be included in an Intercreditor Agreement with the holders of the indebtedness issued under such Principal Lending AgreementGuaranty Agreement delivered at the closing pursuant to paragraph 3A(ii) hereof. Each such joinder or such Guaranty Agreement shall be 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 or such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary Person executing such documents, and an opinion of counsel for by such Subsidiary with respect other certificates, documents, instruments and legal opinions in connection therewith as may be reasonably requested by the Required Holder(s), each in from form and substance reasonably satisfactory to such Guaranty Agreement of the type described in Section 4.4. Nothing in this Section 9.8 shall be construed to limit any restrictions contained in Section 10.6Required Holder(s).

Subsequent Guarantors. The Company covenants that (a) within 30 days after the acquisition or formation of any Subsidiary (or such later date as the Required Holders may agree in their sole discretion), if such Subsidiary is a Domestic Subsidiary or (b) if any Subsidiary is or shall become a co-borrower or co-obligor with the Company, or is or shall become obligated under any Guaranty, other than any Run-Off Guaranty, with respect to the obligations owed by the Company, under any Principal Lending Agreement at any time on or after July 27Agreement, 2011then, then in each case, the Company will (a) cause such Subsidiary to execute and deliver to the holders of the Notes a guaranty agreement (each as amended, supplemented, restated or otherwise modified from time to time, a “Guaranty Agreement”) in form reasonably satisfactory to Prudential and the Required Holder(s) and (b) cause the Indebtedness under this Agreement and the Notes to be included in an Intercreditor Agreement with the holders of the indebtedness issued under such Principal Lending Agreement). Each such Guaranty Agreement shall 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 and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, a certificate of corporate or other type of entity and tax good standing, if applicable, for such Subsidiary from the Secretary of State of the state of organization of such Subsidiary and an opinion of counsel for such Subsidiary with respect to such Guaranty Agreement of the type described in Section 4.4. Nothing in this Section 9.8 shall be construed to limit any restrictions contained in Section 10.6.”

Subsequent Guarantors. The Company covenants that if any Subsidiary time any Subsidiary, which is or not then a Guarantor, shall become a co-borrower or co-obligor with the Company, or is or shall become obligated under any Guaranty, other than any Run-Off Guaranty, Guaranty with respect to the obligations owed by the Company, under any Principal Lending Agreement at any time on or after July 27of the Company’s Primary Working Capital Credit Facilities, 2011, then the Company will (a) cause such Subsidiary Person to execute and deliver to the holders of the Notes a guaranty agreement (each as amended, supplemented, restated or otherwise modified from time to time, a “Guaranty Agreement”) in form reasonably satisfactory to Prudential and the Required Holder(s) and (b) cause the Indebtedness under this Agreement and the Notes to be included in an Intercreditor Agreement with the holders of the indebtedness issued under such Principal Lending Agreement). Each such Guaranty Agreement shall 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 and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, certificates with respect to such Subsidiary of the type described in Section 4.12(v) and an opinion of counsel for such Subsidiary with respect to such Guaranty Agreement of the type described in Section 4.4. Nothing in this Section 9.8 shall be construed to limit any restrictions contained in Section 10.6.