Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. Each of the Subsidiary Guarantors further represents that it has knowledge of the Borrower’s and the other Amendment Parties’ financial condition and affairs and that it has adequate means to obtain from the Borrower and the other Amendment Parties on an ongoing basis information relating thereto and to the Borrower’s and the other Amendment Parties’ ability to pay and perform their respective obligations under the Credit Documents, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as the guaranty of each such Subsidiary Guarantor remains in effect. Each Subsidiary Guarantor agrees that the Administrative Agent and the Lenders shall have no obligation to investigate the financial condition or affairs of the Borrower or any of the Amendment Parties for the benefit of any Subsidiary Guarantor nor to advise any Subsidiary Guarantor of any fact respecting, or any change in, the financial condition or affairs of the Borrower or any of the Amendment Parties that might become known to the Administrative Agent or any Lender at any time, whether or not the Administrative Agent or any such Lender knows or believes or has reason to know or believe that any such fact or change is unknown to any Subsidiary Guarantor, or might (or does) materially increase the risk of any Subsidiary Guarantor as guarantor, or might (or would) affect the willingness of any Subsidiary Guarantor to continue as a guarantor of the obligations of the Borrower under the Credit Documents. These representations and agreements by each of the Subsidiary Guarantors are made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment and continue to extend credit to the Borrower and the other Amendment Parties under the Credit Documents, and each of the Subsidiary Guarantors acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment and continue to extend such credit in the absence of the representations and agreements contained herein.

Subsidiary Guarantors. Each In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary” or any Controlled Foreign Corporation shall no longer constitute a “Controlled Foreign Corporation”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or, Immaterial Subsidiaries or Controlled Foreign Corporations to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement (and, if requested by the Administrative Agent or the Collateral Agent with respect to any Controlled Foreign Corporation, executing and delivering a guarantee and security agreement governed by the laws of the Subsidiary Guarantors further represents that it has knowledge of the Borrower’s and the other Amendment Parties’ financial condition and affairs and that it has adequate means to obtain from the Borrower and the other Amendment Parties on an ongoing basis information relating thereto and to the Borrower’s and the other Amendment Parties’ ability to pay and perform their respective obligations under the Credit Documents, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as the guaranty of each country in which such Subsidiary Guarantor remains is located, in effect. Each Subsidiary Guarantor agrees that form and substance reasonably acceptable to the Administrative Agent and the Lenders shall have no obligation to investigate Collateral Agent, it being understood that a guarantee and security agreement that is substantially in the financial condition or affairs form of the Borrower or any Guarantee and Security Agreement, other than with respect to modifications to reflect requirements under the laws of the Amendment Parties country in which such Subsidiary is located, will be deemed reasonably acceptable) and other deliverables as required for the benefit of any a Subsidiary Guarantor nor to advise any under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor of any fact respecting, and shall no longer be an Excluded Asset or any change in, the financial condition or affairs of the Borrower or any of the Amendment Parties that might become known to the Administrative Agent or any Lender at any time, whether or not the Administrative Agent or any such Lender knows or believes or has reason to know or believe that any such fact or change is unknown to any Subsidiary Guarantor, or might (or does) materially increase the risk of any Subsidiary Guarantor as guarantor, or might (or would) affect the willingness of any Subsidiary Guarantor to continue as a guarantor of the obligations of the Borrower under the Credit Documents. These representations and agreements by each of the Subsidiary Guarantors are made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment and continue to extend credit to the Borrower and the other Amendment Parties under the Credit Documents, and each of the Subsidiary Guarantors acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment and continue to extend such credit in the absence of the representations and agreements contained hereinan Immaterial Subsidiary).

Subsidiary Guarantors. Each Borrower shall cause each of its existing Wholly-Owned Subsidiaries which owns an Unencumbered Property as of the Subsidiary Guarantors further represents that it has knowledge of the Borrower’s Agreement Execution Date, as identified on Schedule 5 attached hereto and the other Amendment Parties’ financial condition made a part hereof, to execute and affairs and that it has adequate means to obtain from the Borrower and the other Amendment Parties on an ongoing basis information relating thereto and to the Borrower’s and the other Amendment Parties’ ability to pay and perform their respective obligations under the Credit Documents, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as the guaranty of each such Subsidiary Guarantor remains in effect. Each Subsidiary Guarantor agrees that the Administrative Agent and the Lenders shall have no obligation to investigate the financial condition or affairs of the Borrower or any of the Amendment Parties for the benefit of any Subsidiary Guarantor nor to advise any Subsidiary Guarantor of any fact respecting, or any change in, the financial condition or affairs of the Borrower or any of the Amendment Parties that might become known deliver to the Administrative Agent or any Lender at any time, whether or not the Subsidiary Guaranty. Borrower shall cause each Wholly-Owned Subsidiary which hereafter owns an Unencumbered Property to execute and deliver to the Administrative Agent or a joinder in the Subsidiary Guaranty in the form of the Joinder (the “Joinder”) attached as Exhibit A to the Subsidiary Guaranty not later than the date required under Section 2.22(ii) above. Borrower covenants and agrees that each such Subsidiary which it shall cause to execute the Subsidiary Guaranty shall be fully authorized to do so by its supporting organizational and authority documents and shall be in good standing in its state of organization and shall have obtained any necessary foreign qualifications required to conduct its business. The delivery by Borrower to the Administrative Agent of any such Lender knows or believes or Joinder shall be deemed a representation and warranty by Borrower that each Subsidiary which Borrower caused to execute the Subsidiary Guaranty has reason been fully authorized to know or believe that do so by its supporting organizational and authority documents and is in good standing in its state of organization and has obtained any such fact or change is unknown necessary foreign qualifications required to any Subsidiary Guarantor, or might (or does) materially increase the risk of conduct its business. If any Subsidiary Guarantor as guarantorproposes to incur Indebtedness or sell or contribute all of its assets or otherwise desires to be released from its obligations under the Subsidiary Guaranty, or might (or would) affect the willingness of any then such Subsidiary Guarantor will be released from its obligations under the Subsidiary Guaranty subject in each case to continue compliance with the applicable restrictions and other provisions of Section 2.22(iii). In addition, effective as a guarantor of the obligations Investment Grade Ratings Date or any date thereafter on which Borrower maintains an Investment Grade Rating, Borrower may request, upon not less than five (5) Business Days prior written notice to the Administrative Agent, the release of the Borrower under the Credit Documents. These representations and agreements by each of all Subsidiary Guarantors from the Subsidiary Guarantors are made and delivered to induce Guaranty other than those that have outstanding Recourse Indebtedness or Guarantee Obligations (other than the Subsidiary Guaranty), which release shall be promptly effected by the Administrative Agent so long as no Default or Unmatured Default shall have occurred and the Lenders to enter into this Amendment and continue to extend credit be then continuing. If after such release pursuant to the foregoing sentence, (x) Borrower desires to add one or more additional Qualifying Unencumbered Properties to the Unencumbered Property Pool pursuant to and in accordance with Section 2.22(ii), the other Amendment Parties owner of such Qualifying Unencumbered Property shall not be required to deliver a Joinder to Administrative Agent unless such owner has outstanding Recourse Indebtedness or Guarantee Obligations (in which case such owner shall be required to deliver a Joinder and any such required Joinder shall be delivered not later than the date required under Section 2.22(ii)) or (y) an owner of an Unencumbered Property that is not a Subsidiary Guarantor (either because, pursuant to this Section 6.13, such owner was released or not previously required to deliver a Joinder) acquires outstanding Recourse Indebtedness or Guarantee Obligations (i) in the Credit Documentsfirst, and each second or third fiscal quarter of the Subsidiary Guarantors acknowledges that Consolidated Group, such owner shall deliver to the Administrative Agent a Joinder not later than 45 days after the close of such fiscal quarter, and the Lenders would not enter into this Amendment and continue to extend such credit (ii) in the absence fourth fiscal quarter of the representations and agreements contained hereinConsolidated Group, such owner shall deliver to the Administrative Agent a Joinder not later than 90 days after the close of such fiscal quarter.