Common use of Subsequent Guarantors Clause in Contracts

Subsequent Guarantors. (a) The Company covenants that if at any time after the issuance of the initial Series of Notes any Subsidiary becomes liable under a Guarantee with respect to any Indebtedness under the Primary Credit Facility (other than a Foreign Subsidiary which is solely liable under a Guarantee with respect to Indebtedness owing by one or more other Foreign Subsidiaries under the Primary Credit Facility) or any Domestic Subsidiary becomes a borrower or co-borrower under the Primary Credit Facility, then concurrently therewith the Company will cause such Subsidiary to execute and deliver to the holders of the Notes a joinder to the Guaranty Agreement in the form of the exhibit thereto. (b) Each joinder to the Guaranty Agreement delivered by a Subsidiary pursuant to Section 9.8(a) 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 joinder 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 4.3, a certificate of good standing or comparable certificate for such Subsidiary in its jurisdiction of organization (if available), and an opinion of counsel for such Subsidiary with respect to such joinder of the type described in Section 4.4.

Subsequent Guarantors. (a) The Company covenants that if at any time after the issuance of the initial Series of Notes any Subsidiary becomes liable under is or shall become a Guarantee with respect to any Indebtedness under the Primary Credit Facility (other than a Foreign Subsidiary which is solely liable under a Guarantee with respect to Indebtedness owing by one or more other Foreign Subsidiaries under the Primary Credit Facility) or any Domestic Subsidiary becomes a co-borrower or co-borrower obligor with the Company, or is or shall become obligated under any Guaranty, other than any Run-Off Guaranty, with respect to the Primary Credit Facilityobligations owed by the Company, under any Principal Lending Agreement at any time on or after July 27, 2011, then concurrently therewith the Company will (a) cause such Subsidiary to execute and deliver to the holders of the Notes a joinder 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 Guaranty Agreement in the form of the exhibit thereto. 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 joinder to the such Guaranty Agreement delivered by a Subsidiary pursuant to Section 9.8(a) 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 joinder 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 4.3, a certificate of good standing or comparable certificate for such Subsidiary in its jurisdiction of organization (if available), and an opinion of counsel for such Subsidiary with respect to such joinder 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. (a) The Company covenants that if at any time after the issuance of the initial Series of Notes any Subsidiary becomes liable under a Guarantee with respect to any Indebtedness under the Primary Credit Facility (other than a Foreign Subsidiary Subsidiary, which is solely liable under not then a Guarantee with respect to Indebtedness owing by one or more other Foreign Subsidiaries under the Primary Credit Facility) or any Domestic Subsidiary becomes Guarantor, shall become a co-borrower or co-borrower obligor with the Company, or become obligated under any Guaranty with respect to the obligations owed by the Company, under any of the Company’s Primary Working Capital Credit FacilityFacilities, then concurrently therewith the Company will cause such Subsidiary Person to execute and deliver to the holders of the Notes a joinder 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). Each such Guaranty Agreement in the form of the exhibit thereto. (b) Each joinder to the Guaranty Agreement delivered by a Subsidiary pursuant to Section 9.8(a) 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 joinder 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 4.3, a certificate of good standing or comparable certificate for such Subsidiary in its jurisdiction of organization (if available), 4.12(v) and an opinion of counsel for such Subsidiary with respect to such joinder Guaranty Agreement of the type described in Section 4.4.

Subsequent Guarantors. (a) The Company covenants that if at any time (a) within 30 days after the issuance acquisition or formation of the initial Series of Notes any Subsidiary becomes liable under (or such later date as the Required Holders may agree in their sole discretion), if such Subsidiary is a Guarantee with respect to any Indebtedness under the Primary Credit Facility (other than a Foreign Subsidiary which is solely liable under a Guarantee with respect to Indebtedness owing by one or more other Foreign Subsidiaries under the Primary Credit Facility) or any Domestic Subsidiary becomes or (b) if any Subsidiary is or shall become a co-borrower or co-borrower obligor with the Company, or is or shall become obligated under any Guaranty, with respect to the Primary Credit Facilityobligations owed by the Company, then concurrently therewith under any Principal Lending Agreement, then, in each case, the Company will cause such Subsidiary to execute and deliver to the holders of the Notes a joinder 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). Each such Guaranty Agreement in the form of the exhibit thereto. (b) Each joinder to the Guaranty Agreement delivered by a Subsidiary pursuant to Section 9.8(a) 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 joinder 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 4.3, a certificate of corporate or other type of entity and tax good standing or comparable certificate standing, if applicable, for such Subsidiary in its jurisdiction from the Secretary of State of the state of organization (if available), of such Subsidiary and an opinion of counsel for such Subsidiary with respect to such joinder 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.” 1.3. Section 9 of the Note Agreement is hereby amended by adding a new Section 9.9 to read as follows: