Subsidiary Guarantor Clause Samples

Subsidiary Guarantor. The Guaranteeing Subsidiary hereby agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including Article 10 thereof.

Subsidiary Guarantor. The Guarantor to this Agreement will only be bound by its guarantee if it remains a wholly owned subsidiary of the Borrower.

Subsidiary Guarantor. The definition of "Subsidiary Guarantor" set forth in Section 1.01 of the Indenture is hereby amended to read in its entirety as follows:

Subsidiary Guarantor. (a) Subject to Section 11.03, the Subsidiary Guarantor may not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Subsidiary Guarantor is the surviving corporation) or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person (in each case other than the Issuer or the Subsidiary Guarantor); unless: (1) either (i) the Subsidiary Guarantor is the surviving entity or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia (such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”); (2) the Successor Subsidiary Guarantor assumes all the Obligations of the Subsidiary Guarantor under (x) this Indenture and the Subsidiary Guarantee and (y) if applicable, prior to a Release Event, the Notes Documents, and in connection therewith shall cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of the Lien created under the Notes Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in customary form as determined by the Issuer in good faith; (3) immediately after such transaction, no Event of Default exists; (4) prior to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger are assets of the type which would constitute Collateral under the Notes Documents, the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Notes Documents in the manner and to the extent required in this Indenture or any of the Notes Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Notes Documents; and (5) there has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such guarantee agreement,...

Subsidiary Guarantor. Each Subsidiary of the Borrower which is a limited liability company and becomes a Guarantor pursuant to §5.5.

Subsidiary Guarantor. Any Guarantor other than Holdings.

Subsidiary Guarantor. Any Guarantor other than MCRC. The Subsidiary Guarantors on the Closing Date are listed on Schedule SG hereto.

Subsidiary Guarantor. Cause each Domestic Wholly Owned Subsidiary (other than a special purpose subsidiary organized to facilitate a Permitted Receivables Securitization or an Inactive Subsidiary) to execute and deliver a counterpart to this Agreement thereby assuming the obligations of a Subsidiary Guarantor under Section 11.16 on the Effective Date, or, if later, within 15 Business Days of such Person becoming such a Domestic Wholly Owned Subsidiary.

Subsidiary Guarantor. Each subsidiary of the Partnership that guarantees the obligations of the Partnership under the Notes and Indenture.