Common use of Subsidiary Guarantor Documents Clause in Contracts

Subsidiary Guarantor Documents. On or before the Closing Date, each Subsidiary Guarantor shall deliver or cause to be delivered to Lenders (or to Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Closing Date: (1) With respect to each Subsidiary Guarantor which is a Domestic Subsidiary, certified copies of its Certificate or Articles of Incorporation, together with a good standing certificate from the Secretary of State of the State of its incorporation and each other state in which it owns material assets or conducts material business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date and (2) with respect to each Subsidiary Guarantor which is not a Domestic Subsidiary, copies of its Certificate or Articles of Incorporation or other comparable charter documents, certified as of the Closing Date by its corporate secretary, an assistant secretary or other authorized signatory; (ii) Copy of its Bylaws, if any, certified as of the Closing Date by its corporate secretary, an assistant secretary or other authorized signatory; (iii) Resolutions of its Board of Directors approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty and the Subordination Agreement executed by such Subsidiary Guarantor, certified as of the Closing Date by its corporate secretary, an assistant secretary or other authorized signatory as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of its officers or other authorized signatories executing the Subsidiary Guaranty and the Subordination Agreement executed and delivered by such Subsidiary Guarantor; (v) Executed originals of the Subsidiary Guaranty and the Subordination Agreement and the other Loan Documents to which it is a party; and (vi) Such other documents as Agent may reasonably request. Company, Agent and Lenders hereby agree that Subsidiary Guaranties and Subordination Agreements shall be executed and delivered pursuant to this subsection 4.1B by all Subsidiaries of Company that are party to the Guaranties and the Subordination Agreements delivered pursuant to the Citicorp Loan Agreement; provided that if holders of 100% of the outstanding principal amount of the Senior Notes shall have executed and delivered the Senior Note Waiver on or prior to the Closing Date then Subsidiary Guaranties and Subsidiary Subordination Agreements shall be executed and delivered by the Domestic Subsidiaries of Company (other than Non-Material Domestic Subsidiaries).

Subsidiary Guarantor Documents. On or before the Closing Date, each Subsidiary Guarantor Borrower shall deliver or cause to be delivered to Lenders (or to Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the followingfollowing regarding the Subsidiary Guarantors, each, unless otherwise noted, dated as of the Closing Date: (1i) With respect to each Subsidiary Guarantor which is if a Domestic Subsidiarypartnership or limited partnership, certified copies of its Certificate or Articles each Subsidiary Guarantor's certificate of Incorporationpartnership, together with a good standing certificate from the Secretary applicable jurisdiction of State formation and each other state in which it is qualified to do business, and a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the State appropriate taxing authority of its each of such states, each dated a recent date prior to the Closing Date; (ii) if a partnership or limited partnership, certified copies of each Subsidiary Guarantor's general partner's certificate of incorporation, together with a good standing certificate from such general partner's jurisdiction of incorporation and each other state in which it owns material assets or conducts material business is qualified to do business, and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date and (2) with respect to each Subsidiary Guarantor which is not a Domestic Subsidiary, copies of its Certificate or Articles of Incorporation or other comparable charter documents, certified as of the Closing Date by its corporate secretary, an assistant secretary or other authorized signatory; (ii) Copy of its Bylaws, if any, certified as of the Closing Date by its corporate secretary, an assistant secretary or other authorized signatoryDate; (iii) Resolutions if a corporation, certified copies of each Subsidiary Guarantor's certificate of incorporation, together with a good standing certificate from such Subsidiary Guarantor's jurisdiction of incorporation and each other state in which it is qualified to do business, and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date; (iv) if a partnership or limited partnership, an Officer's Certificate of its general partner certifying (A) its Constituent Documents, (B) resolutions of its Board of Directors approving and authorizing the execution, delivery delivery, and performance of the Subsidiary Guaranty and the Subordination Agreement executed by such Subsidiary GuarantorLoan Documents to which it is a party, certified as of the Closing Date by its corporate secretary, an assistant secretary or other authorized signatory as being in full force and effect without modification or amendment; , (ivC) Signature signatures and incumbency certificates of its officers or other authorized signatories executing the Subsidiary Guaranty and the Subordination Agreement executed and delivered by such Subsidiary Guarantor; (v) Executed originals of the Subsidiary Guaranty and the Subordination Agreement and the other Loan Documents to which it is a party, and (D) the Constituent Documents of the applicable Subsidiary Guarantor; (v) if a corporation, an Officer's Certificate of the Subsidiary Guarantor certifying (A) its Constituent Documents, (B) resolutions of its Board of Directors approving and authorizing the execution, delivery, and performance of the Loan Documents to which it is a party, certified as of the Closing Date as being in full force and effect without modification or amendment, (C) signatures and incumbency of its officers executing the Loan Documents to which it is a party, and (D) the Constituent Documents of such Subsidiary Guarantor; (vi) Executed originals of this Agreement, the Notes, and the other Loan Documents to be executed by the Subsidiary Guarantor; and (vivii) Such other documents as any Agent may reasonably request. Company, Agent and Lenders hereby agree that Subsidiary Guaranties and Subordination Agreements shall be executed and delivered pursuant to this subsection 4.1B by all Subsidiaries of Company that are party to the Guaranties and the Subordination Agreements delivered pursuant to the Citicorp Loan Agreement; provided that if holders of 100% of the outstanding principal amount of the Senior Notes shall have executed and delivered the Senior Note Waiver on or prior to the Closing Date then Subsidiary Guaranties and Subsidiary Subordination Agreements shall be executed and delivered by the Domestic Subsidiaries of Company (other than Non-Material Domestic Subsidiaries).

Subsidiary Guarantor Documents. On or before the Closing Date, Company shall cause each Subsidiary Guarantor shall to deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its for Agents' counsel) the following, each, unless otherwise noted, dated the Closing Date: (1i) With respect to each Subsidiary Guarantor which is a Domestic Subsidiary, certified Certified copies of its the Certificate or Articles of IncorporationIncorporation of such Subsidiary Guarantor, together with a good standing certificate from the Secretary of State of the State of its such Subsidiary Guarantor's State of incorporation and each other state in which it owns material assets or conducts material such Subsidiary Guarantor is qualified as a foreign corporation to do business and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such states, each dated a recent date prior to the Closing Date and Date; (2ii) with respect to each Copies of the Bylaws of such Subsidiary Guarantor which is not a Domestic Subsidiary, copies of its Certificate or Articles of Incorporation or other comparable charter documentsGuarantor, certified as of the Closing Date by its such Subsidiary Guarantor's corporate secretary, secretary or an assistant secretary or other authorized signatory; (ii) Copy of its Bylaws, if any, certified as of the Closing Date by its corporate secretary, an assistant secretary or other authorized signatory; (iii) Resolutions of its the Board of Directors of such Subsidiary Guarantor approving and authorizing the execution, delivery and performance of the Subsidiary Guaranty and the Subordination Agreement executed by such Subsidiary GuarantorLoan Documents to which it is a party, certified as of the Closing Date by its the corporate secretary, secretary or an assistant secretary or other authorized signatory of such Subsidiary Guarantor as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of its the officers or other authorized signatories of such Subsidiary Guarantor executing the Subsidiary Guaranty and the Subordination Agreement executed and delivered by such Subsidiary GuarantorLoan Documents; (v) Executed originals of the Subsidiary Guaranty and the Subordination Agreement and the other Loan Documents to which it such Subsidiary Guarantor is a party; and (vi) Such other documents as Administrative Agent may reasonably request. Company, Agent and Lenders hereby agree that Subsidiary Guaranties and Subordination Agreements shall be executed and delivered pursuant to this subsection 4.1B by all Subsidiaries of Company that are party to the Guaranties and the Subordination Agreements delivered pursuant to the Citicorp Loan Agreement; provided that if holders of 100% of the outstanding principal amount of the Senior Notes shall have executed and delivered the Senior Note Waiver on or prior to the Closing Date then Subsidiary Guaranties and Subsidiary Subordination Agreements shall be executed and delivered by the Domestic Subsidiaries of Company (other than Non-Material Domestic Subsidiaries).