Common use of Subsidiary Guaranty Agreement Clause in Contracts

Subsidiary Guaranty Agreement. The Company will not permit any Restricted Subsidiary which is not a Subsidiary Guarantor to be or become obligated under and pursuant to any Guaranty of Debt of the Company under and pursuant to a Qualified Debt Agreement, unless, concurrently with, or prior to, becoming liable with respect to such Guaranty (each, a “Qualified Subsidiary Guaranty”), such Restricted Subsidiary (a “New Guarantor”) shall have (a) executed and delivered a Subsidiary Guaranty Supplement to the Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the “Consent and Agreement”) to the Intercreditor Agreement as provided therein, (b) provided to each of the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement) and Consent and Agreement and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) with respect to such New Guarantor and the Subsidiary Guaranty Agreement, (c) delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence of such Subsidiary and the authorization of the transactions contemplated by the Subsidiary Guaranty Supplement to which such Subsidiary is a party, and (d) demonstrated to the satisfaction of the Required Holders that such New Guarantor is Solvent. All Qualified Subsidiary Guaranties will be in form and substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes as are necessary to properly reflect the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty shall have become parties to the Intercreditor Agreement in the manner provided for therein, including, without limitation, by execution of an Instrument of Accession thereto. The Company will not permit any Subsidiary Guarantor to make any payments on or in respect of any Debt of the Company guaranteed by such Subsidiary Guarantor except following and as a consequence of the occurrence of a default under the Qualified Debt Agreement to which such Qualified Subsidiary Guaranty relates and a demand being made under such Qualified Subsidiary Guaranty.

Subsidiary Guaranty Agreement. The Company will not permit any Restricted SUPPLEMENT NO. ___ dated as of _____________, to the Subsidiary which is not Guaranty Agreement, dated as of ____ __, ____ (the “Guaranty Agreement”), among HEICO CORPORATION, a Subsidiary Guarantor to be or become obligated under and pursuant to any Guaranty of Debt Florida corporation (the “Borrower”), each of the Company under and pursuant to a Qualified Debt Agreement, unless, concurrently with, or prior to, becoming liable with respect to subsidiaries of the Borrower listed on Schedule I thereto (each such Guaranty (eachsubsidiary individually, a “Qualified Subsidiary GuarantyGuarantor” and collectively, the “Guarantors”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Revolving Credit Agreement, dated as of December 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent and issuing bank (in such Restricted capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the Credit Agreement. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.13 of the Credit Agreement, each Subsidiary that was not in existence or not a Guarantor on the date of the Credit Agreement is required to enter into the Guaranty Agreement as a Guarantor upon becoming a Subsidiary. Section 21 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (a the “New Guarantor”) shall have (a) executed and delivered is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guaranty Supplement to Guarantor under the Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the “Consent and Agreement”) to the Intercreditor Agreement as provided therein, (b) provided to each of the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement) and Consent and Agreement and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) with respect to such New Guarantor and the Subsidiary Guaranty Agreement, (c) delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish induce the existence of such Subsidiary Lenders to make additional Loans and the authorization Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the transactions contemplated by Administrative Agent and the Subsidiary Guaranty Supplement to which such Subsidiary is a party, and (d) demonstrated to the satisfaction of the Required Holders that such New Guarantor is Solvent. All Qualified Subsidiary Guaranties will be in form and substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes agree as are necessary to properly reflect the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty shall have become parties to the Intercreditor Agreement in the manner provided for therein, including, without limitation, by execution of an Instrument of Accession thereto. The Company will not permit any Subsidiary Guarantor to make any payments on or in respect of any Debt of the Company guaranteed by such Subsidiary Guarantor except following and as a consequence of the occurrence of a default under the Qualified Debt Agreement to which such Qualified Subsidiary Guaranty relates and a demand being made under such Qualified Subsidiary Guaranty.follows:

Subsidiary Guaranty Agreement. The Company will not permit any Restricted Subsidiary which is not at the time a Subsidiary Guarantor to be or become obligated under and pursuant with respect to any Guaranty Guarantee of Debt of the Company under and pursuant to a Qualified Debt Agreement, the Bank Facility ("Bank Facility Guarantees") unless, concurrently with, or prior to, becoming liable with respect to such Guaranty (each, a “Qualified Subsidiary Guaranty”)Bank Facility Guarantee, such Restricted Subsidiary (a “"New Guarantor”") shall have (ax) executed and delivered a Subsidiary Guaranty Supplement to the Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the “Consent and Agreement”) Agreement to the Intercreditor Agreement as provided therein, (by) provided to each of the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement) and Consent and Agreement and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a4.4(b) with respect to such New Guarantor and the Subsidiary Guaranty Agreement, (c) delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence of such Subsidiary and the authorization of the transactions contemplated by the Subsidiary Guaranty Supplement to which such Subsidiary is a party, Agreement and (dz) demonstrated to the satisfaction of the Required Holders that such New Guarantor is Solvent. All Qualified Subsidiary Guaranties Bank Facility Guarantees will be in form and substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes as are necessary to properly reflect the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty Bank Facility Guaranties shall have become parties to the Intercreditor Agreement in the manner provided for therein, including, without limitation, by execution of an Instrument of Accession thereto. The Company will not permit any Subsidiary Guarantor to make any payments on or in respect of any Debt of the Company guaranteed by such Subsidiary Guarantor except following and as a consequence of the occurrence of a default under the Qualified Debt Agreement to which such Qualified Subsidiary Guaranty relates Bank Facility and a demand being made under such Qualified Subsidiary Guaranty.the Bank Facility Guarantees. Alliance Resource GP, LLC Note Purchase Agreement

Subsidiary Guaranty Agreement. The Company will not permit any Restricted SUPPLEMENT NO. , dated as of , to the Amended and Restated Subsidiary which is not Guaranty Agreement, dated as of December 21, 2006 (the “Guaranty Agreement”), among NEWMARKET CORPORATION, a Subsidiary Guarantor to be or become obligated under and pursuant to any Guaranty of Debt Virginia corporation (the “Borrower”), each of the Company under and pursuant to a Qualified Debt Agreement, unless, concurrently with, or prior to, becoming liable with respect to subsidiaries of the Borrower listed on Schedule I thereto (each such Guaranty (eachsubsidiary individually, a “Qualified Subsidiary GuarantyGuarantor” and collectively, the “Guarantors”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Second Amended and Restated Revolving Credit Agreement, dated as of December 21, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent and issuing bank (in such Restricted capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the Credit Agreement. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.12 of the Credit Agreement, each Subsidiary that was not in existence or not a Guarantor on the date of the Credit Agreement is required to enter into the Guaranty Agreement as a Guarantor upon becoming a Subsidiary. Section 21 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (a the “New Guarantor”) shall have (a) executed and delivered is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guaranty Supplement to Guarantor under the Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the “Consent and Agreement”) to the Intercreditor Agreement as provided therein, (b) provided to each of the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement) and Consent and Agreement and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) with respect to such New Guarantor and the Subsidiary Guaranty Agreement, (c) delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish induce the existence of such Subsidiary Lenders to make additional Loans and the authorization Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the transactions contemplated by Administrative Agent and the Subsidiary Guaranty Supplement to which such Subsidiary is a party, and (d) demonstrated to the satisfaction of the Required Holders that such New Guarantor is Solvent. All Qualified Subsidiary Guaranties will be in form and substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes agree as are necessary to properly reflect the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty shall have become parties to the Intercreditor Agreement in the manner provided for therein, including, without limitation, by execution of an Instrument of Accession thereto. The Company will not permit any Subsidiary Guarantor to make any payments on or in respect of any Debt of the Company guaranteed by such Subsidiary Guarantor except following and as a consequence of the occurrence of a default under the Qualified Debt Agreement to which such Qualified Subsidiary Guaranty relates and a demand being made under such Qualified Subsidiary Guaranty.follows:

Subsidiary Guaranty Agreement. The Company will not permit any Restricted Subsidiary which is not a Subsidiary Guarantor shall cause each of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to be or become obligated under execute and pursuant deliver to any Guaranty each holder of Debt of the Company under and pursuant to a Qualified Debt Agreement, unless, concurrently with, or prior to, becoming liable with respect to such Guaranty (each, a “Qualified Subsidiary Guaranty”), such Restricted Subsidiary (a “New Guarantor”) shall have (a) executed and delivered a Subsidiary Guaranty Supplement to Notes the Subsidiary Guaranty Agreement thereby becoming a party thereto as required under Section 4.10. The Company shall cause each Subsidiary (other than Excluded Subsidiaries and a consent Excluded Foreign Subsidiaries) first formed or acquired after the date hereof to execute and agreement (the “Consent and Agreement”) to the Intercreditor Agreement as provided therein, (b) provided deliver to each of the holders holder of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained a joinder in the Subsidiary Guaranty Agreement) , together with supporting organizational and Consent authority documents and Agreement and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) opinions similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Also, if any Subsidiary that had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, the Company shall within 30 days thereafter cause such New Guarantor Subsidiary to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, (c) delivered such together with supporting organizational and authority documents and evidence similar to those provided with respect to such the Company and the initial Subsidiary as Guarantors. Each compliance certificate provided by Company under Section 7.2(a) shall list the then-current Excluded Subsidiaries and Excluded Foreign Subsidiaries. Notwithstanding anything else in this Section, the Company shall cause any Subsidiary that at any time is a guarantor of any of the obligations of the Company under the Bank Credit Facility also to be a guarantor under the Subsidiary Guaranty Agreement. If at any time the following conditions are satisfied with respect to a Subsidiary Guarantor, the Required Holders may reasonably will, promptly following delivery to the holders of the Notes of a written request in order to establish by the existence Company therefor, execute a written discharge and release of such Subsidiary Guarantor from the Subsidiary Guaranty Agreement, which discharge and release shall be fully effective and binding, and shall be binding on all holders of the Notes, if executed and delivered by the Required Holders (provided that the Required Holders shall be deemed to have executed and delivered such discharge and release if the Required Holders do not object to the Company’s request for such discharge and release within ten Business Days after delivery to the holders of the Notes of such request): (A) such Subsidiary Guarantor has been discharged and released as a guarantor and obligor under and in respect of the Bank Credit Facility, and the authorization Company so certifies to the holders of the transactions contemplated Notes in a Officer’s Certificate that accompanies such request for release and discharge, (B) such request for discharge and release is accompanied by a written agreement executed by the Subsidiary Guaranty Supplement Guarantor to be released pursuant to which such Subsidiary is Guarantor shall agree that if, for any reason whatsoever, it thereafter becomes a partyguarantor or obligor under and in respect of any Bank Credit Facility, and (d) demonstrated then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the satisfaction holders of the Required Holders that Notes accompanied by an executed joinder of such New Subsidiary Guarantor is Solvent. All Qualified Subsidiary Guaranties will be in form and substance substantially identical to the Subsidiary Guaranty Agreement Agreement, and (with only C) at the time of such changes as are necessary to properly reflect discharge and release by the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty shall have become parties to the Intercreditor Agreement in the manner provided for therein, including, without limitation, by execution of an Instrument of Accession thereto. The Company will not permit any Subsidiary Guarantor to make any payments on or in respect of any Debt holders of the Company guaranteed by Notes, and immediately after giving effect thereto, no Default or Event of Default exists or would exist and such Subsidiary Guarantor except following and as Officer’s Certificate contains a consequence of the occurrence of a default under the Qualified Debt Agreement certification to which such Qualified Subsidiary Guaranty relates and a demand being made under such Qualified Subsidiary Guarantyeffect.

Subsidiary Guaranty Agreement. The Company will not permit any Restricted SUPPLEMENT NO. (this “Supplement”), dated as of , to the Subsidiary which is not Guaranty Agreement, dated as of February 24, 2012 (the “Guaranty Agreement”), among EXACTECH, INC., a Subsidiary Guarantor to be or become obligated under and pursuant to any Guaranty of Debt Florida corporation (“Borrower”), each of the Company under subsidiaries of Borrower listed on Schedule I thereto (each such Subsidiary individually, a “Guarantor” and pursuant collectively, the “Guarantors”) and SUNTRUST BANK, as administrative agent (“Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to a Qualified Debt below). Reference is made to the Revolving Credit and Term Loan Agreement , dated as of February 24, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent, issuing bank (in such capacity, the “Issuing Bank”) and Swingline Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement (or, if not defined therein, then as defined in the Credit Agreement). The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.11 of the Credit Agreement, unless, concurrently with, or prior to, becoming liable each Subsidiary (excluding any Foreign Subsidiary other than those Foreign Subsidiaries with respect to such which Borrower has made a Foreign Loan Party Election in accordance with the Credit Agreement) that was not in existence or not a Guarantor on the date of the Credit Agreement is required to enter into the Guaranty (each, Agreement as a “Qualified Subsidiary Guaranty”), such Restricted Guarantor upon becoming a Subsidiary (excluding any Foreign Subsidiary other than those Foreign Subsidiaries with respect to which Borrower has made a Foreign Loan Party Election in accordance with the Credit Agreement). Section 21 of the Guaranty Agreement provides that additional Subsidiaries (excluding any Foreign Subsidiary other than those Foreign Subsidiaries with respect to which Borrower has made a Foreign Loan Party Election in accordance with the Credit Agreement) of Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Subsidiary of Borrower (the “New Guarantor”) shall have (a) executed and delivered is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guaranty Supplement to Guarantor under the Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the “Consent and Agreement”) to the Intercreditor Agreement as provided therein, (b) provided to each of the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement) and Consent and Agreement and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) with respect to such New Guarantor and the Subsidiary Guaranty Agreement, (c) delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish induce the existence of such Subsidiary Lenders to make additional Loans and the authorization Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, Administrative Agent and the transactions contemplated by the Subsidiary Guaranty Supplement to which such Subsidiary is a party, and (d) demonstrated to the satisfaction of the Required Holders that such New Guarantor is Solvent. All Qualified Subsidiary Guaranties will be in form and substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes agree as are necessary to properly reflect the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty shall have become parties to the Intercreditor Agreement in the manner provided for therein, including, without limitation, by execution of an Instrument of Accession thereto. The Company will not permit any Subsidiary Guarantor to make any payments on or in respect of any Debt of the Company guaranteed by such Subsidiary Guarantor except following and as a consequence of the occurrence of a default under the Qualified Debt Agreement to which such Qualified Subsidiary Guaranty relates and a demand being made under such Qualified Subsidiary Guaranty.follows:

Subsidiary Guaranty Agreement. The Company will not permit any Restricted SUPPLEMENT NO. , dated as of , to the Subsidiary which is not Guaranty Agreement, dated as of January 19, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among PRG-XXXXXXX INTERNATIONAL, INC., a Subsidiary Guarantor to be or become obligated under Georgia corporation (“PRGX”), and pursuant to any Guaranty of Debt PRG-XXXXXXX USA, INC., a Georgia corporation (collectively, the “Borrowers”), each of the Company under and pursuant to a Qualified Debt Agreement, unless, concurrently with, or prior to, becoming liable with respect to Subsidiaries of PRGX listed on Schedule I thereto (each such Guaranty (eachSubsidiary individually, a “Qualified Subsidiary GuarantyGuarantor” and collectively, the “Guarantors”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the Guaranty Parties. Reference is made to the Revolving Credit and Term Loan Agreement, dated as of January 19, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent and issuing bank (in such Restricted capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement (or, if not defined therein, then as defined in and the Credit Agreement). The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.11 of the Credit Agreement, certain Subsidiaries that were not Guarantors as of the Closing Date (each hereinafter referred to as an “Additional Subsidiary”) are required pursuant to the Credit Agreement to become a Guarantor. Section 21 of the Guaranty Agreement provides that an Additional Subsidiary of PRGX may become a Guarantor under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Additional Subsidiary of PRGX (a the “New Guarantor”) shall have (a) executed and delivered is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guaranty Supplement to Guarantor under the Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the “Consent and Agreement”) to the Intercreditor Agreement as provided therein, (b) provided to each of the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement) and Consent and Agreement and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) with respect to such New Guarantor and the Subsidiary Guaranty Agreement, (c) delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish induce the existence of such Subsidiary Lenders to make additional Loans and the authorization Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the transactions contemplated by Administrative Agent and the Subsidiary Guaranty Supplement to which such Subsidiary is a party, and (d) demonstrated to the satisfaction of the Required Holders that such New Guarantor is Solvent. All Qualified Subsidiary Guaranties will be in form and substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes agree as are necessary to properly reflect the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty shall have become parties to the Intercreditor Agreement in the manner provided for therein, including, without limitation, by execution of an Instrument of Accession thereto. The Company will not permit any Subsidiary Guarantor to make any payments on or in respect of any Debt of the Company guaranteed by such Subsidiary Guarantor except following and as a consequence of the occurrence of a default under the Qualified Debt Agreement to which such Qualified Subsidiary Guaranty relates and a demand being made under such Qualified Subsidiary Guaranty.follows: