Subsidiaries as Guarantors. Except as provided in Section 8.2.4 [Loans and Investments] and Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions], the Borrower shall not, and shall not permit any of its Subsidiaries to, own or create, directly or indirectly, any Subsidiaries other than (i) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor and which joins this Agreement as a Guarantor in accordance with Section 8.1.15 [Joinder of Guarantors], (ii) an Inactive Subsidiary and (iii) a Subsidiary which is not, directly or indirectly, a wholly-owned Subsidiary of the Borrower.
Subsidiaries as Guarantors. If, at any time, the aggregate revenue or assets (on a non-consolidated basis) of Holdings, the Borrower and those Subsidiaries that are then Loan Guarantors are less than the Aggregate Revenue Threshold, and at any time as so elected by the Borrower in its sole discretion, the Borrower shall cause one or more other Domestic Subsidiaries to become additional Loan Guarantors in accordance with this Section 6.20, within thirty (30) days (which date may be extended by the Agent in its reasonable discretion) after such revenues or assets become less than the Aggregate Revenue Threshold so that after including the revenue and assets of any such additional Loan Guarantors, the aggregate revenue and assets (on a non-consolidated basis) of Holdings, the Borrower and all such Loan Guarantors would equal or exceed the Aggregate Revenue Threshold (or, if at the election of the Borrower, within any timeframe selected by the Borrower). The Borrower shall cause each such Domestic Subsidiary required to become a Loan Guarantor as provided in the immediately preceding sentence to become a Loan Guarantor by executing and delivering to the Agent a Joinder Agreement.
Subsidiaries as Guarantors. All present and future Subsidiaries shall be guarantors of the Obligations pursuant to the Guaranty and/or a similar Loan Document which is in form and substance satisfactory to the Lenders.
Subsidiaries as Guarantors. The Borrower shall not, and shall not permit any of its Subsidiaries to, without the Required Lenders' consent (which shall not be unreasonably withheld) own or create, directly or indirectly, any Subsidiaries.
Subsidiaries as Guarantors. If, at any time, (a) any Domestic Subsidiary that is not a Loan Guarantor shall directly own any Equity Interests of a Foreign Subsidiary then the Loan Parties shall cause such Domestic Subsidiary to become an additional Loan Guarantor in accordance with this Section 6.20, within thirty (30) days (which date may be extended by the Agent in its reasonable discretion) and/or (b) the aggregate revenue or assets (on a non-consolidated basis) of the Borrower and those Subsidiaries that are then Loan Guarantors are less than the Aggregate Revenue Threshold, then the Borrower shall cause one or more other Domestic Subsidiaries to become additional Loan Guarantors in accordance with this Section 6.20, within thirty (30) days (which date may be extended by the Agent in its reasonable discretion) after such revenues or assets become less than the Aggregate Revenue Threshold so that after including the revenue and assets of any such additional Loan Guarantors, the aggregate revenue and assets (on a non-consolidated basis) of the Borrower and all such Loan Guarantors would equal or exceed the Aggregate Revenue Threshold. The Borrower shall cause each such Domestic Subsidiary required to become a Loan Guarantor as provided in the immediately preceding sentence to become a Loan Guarantor by executing and delivering to the Agent a Joinder Agreement. Each Loan Party will cause 65% (to the extent the pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to the Borrower or any Loan Guarantor) of the voting Equity Interests and 100% of the non-voting Equity Interests of its first-tier Foreign Subsidiaries, in each case to the extent owned by such Loan Party, to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the terms and conditions of the Loan Documents or such other security documents as the Agent shall reasonably request.
Subsidiaries as Guarantors. Except as provided in Section 7.22 and Section 7.23, the Borrower shall not, and shall not permit any of its Subsidiaries to, without the Purchaser’s consent (which shall not be unreasonably withheld) own or create, directly or indirectly, any Subsidiaries other than any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor and which executes and delivers to the Purchaser (i) a Guarantor Joinder in the form and substance acceptable to the Purchaser; and (ii) documents in the form and substance satisfactory to the Purchaser modified as appropriate to relate to such Subsidiary. The Borrower and the Guarantors shall deliver such Guarantor Joinder and related documents to the Purchaser within five (5) Business Days after the date of the filing of such Subsidiary’s articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation. In connection with any such joinder, the Purchaser may request, in its reasonable discretion, an opinion letter from counsel to such new Guarantor in form and substance substantially consistent with the opinions of counsel to Borrower delivered on the Closing Date.
Subsidiaries as Guarantors. Except as provided in Section 5.1(b) below, Guarantor shall, upon the request of Administrative Agent, cause any current or future subsidiary of Guarantor or Borrower to execute and deliver to Administrative Agent a guaranty substantially in the form of this Guaranty.
Subsidiaries as Guarantors. Except as provided in Section 8.2.4 [Loans and Investments] and Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions], the Borrower shall not, and shall not permit any of its Subsidiaries to, without the Required Lenders' consent (which shall not be unreasonably withheld) own or create, directly or indirectly, any Subsidiaries other than any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor and which executes and delivers to the Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 8.2.8; and (ii) documents in the forms described in Section 7.1.2 [Secretary's Certificate] modified as appropriate to relate to such Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related documents to the Agent within five (5) Business Days after the date of the filing of such Subsidiary's articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation. In connection with any such joinder, the Administrative Agent may request, in its reasonable discretion, an opinion letter from counsel to such new PRN1 883012 77 Guarantor in form and substance substantially consistent with the opinions of counsel to Borrower delivered on the Closing Date.
Subsidiaries as Guarantors. (a) Each Obligor shall cause all of its Subsidiaries, now existing or hereafter formed or acquired, other than (i) foreign Subsidiaries listed on Schedule 5.16 or hereafter formed or acquired if doing so would cause an adverse tax consequence under Section 956 of the Internal Revenue Code as amended ("IRC") or under any similar law, and (ii) other Excluded Subsidiaries, to be or become Guarantors hereunder by Subsidiary Guaranties. All capital stock or other equity interests in each new Guarantor and all of its property meeting the definition of "Collateral" shall be pledged to the Lenders under the Security Documents, which pledge may be accomplished via new Security Documents executed by the new Guarantor or by a Joinder Agreement in the form of Exhibit M attached hereto.
Subsidiaries as Guarantors. The Company will, not later than three (3) Business Days after any Person becomes a Subsidiary after the Closing Date or any Subsidiary becomes an obligor under either of the Bank Credit Agreements or an obligor with respect to any other Indebtedness, cause such Person to execute and deliver:
(a) to each holder of Notes, manually signed originals of an acknowledgment and agreement in respect of the Subsidiary Guaranty in the form of Exhibit A thereto, and
(b) to the Collateral Agent, manually signed originals (with copies thereof to any holder of Notes upon such holder's request) of all Security Documents and such Uniform Commercial Code financing statements and other instruments and documents as shall be necessary to perfect the Liens against Property of such Person which is Collateral. The foregoing items shall be accompanied by (i) a written notice, signed by a Senior Financial Officer of the Company, making reference to this Section of this Agreement, stating that such Person is required to become a Subsidiary Guarantor and specifying the manner in which such Person shall have become a Subsidiary Guarantor, the jurisdiction of incorporation of such Person and the percentage of its capital stock owned by the Company and the other Subsidiaries, (ii) copies of the corporate charter and bylaws of such Person and resolutions of the board of directors of such Person authorizing its execution and delivery of the foregoing agreements and the transactions contemplated thereby (in each case, certified as correct and complete copies by the secretary or an assistant secretary of such Person) and (iii) a legal opinion, satisfactory in form, scope and substance to the Required Holders, of independent counsel to the effect (A) that the Financing Documents to which such Person is then becoming a party are enforceable in accordance with their terms and (B) that the Liens against Property which is Collateral shall have been created and perfected in accordance with the requirements of the Security Documents. 37
