Subsidiary Guaranty Agreements. Each Domestic Subsidiary (excluding any Securitization Entity, a Foreign Subsidiary Holding Company or a Restricted JV Subsidiary (so long as such Subsidiary entity is a Joint Venture)) of a Loan Party created or acquired subsequent to the Closing Date shall immediately execute and deliver to the Agent a Guaranty Agreement, along with such corporate governance and authorization documents as may be deemed reasonably necessary or advisable by the Agent; provided, however, that a Domestic Subsidiary shall not be required to execute such Guaranty Agreement so long as (i) the total assets (excluding all loans and advances made to such Subsidiary from a Loan Party or a Subsidiary of a Loan Party) of such Domestic Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), and (ii) the aggregate of the total assets (excluding all loans and advances made to such Subsidiary from a Loan Party or a Subsidiary of a Loan Party) of all such Domestic Subsidiaries with total asset values (excluding all loans and advances made to such Subsidiary from a Loan Party or a Subsidiary of a Loan Party) of less than Fifty Million and 00/100 Dollars ($50,000,000.00) does not exceed the aggregate amount of Two Hundred Million and 00/100 Dollars ($200,000,000.00). In the event that the total assets of any Subsidiary (excluding any Securitization Entity, a Foreign Subsidiary Holding Company or a Restricted JV Subsidiary (so long as such Subsidiary entity is a Joint Venture)) which is not a Domestic Subsidiary or a Guarantor are at any time equal to or greater than Fifty Million and 00/100 Dollars ($50,000,000.00), the US Borrower shall provide the Agent and the Banks with prompt written notice of such asset value.
Subsidiary Guaranty Agreements. The Company will cause each of its Subsidiaries and Special Entities to execute a Subsidiary Guaranty Agreement, except for such Subsidiaries and Special Entities that in the aggregate do not have assets at book value in excess of 15% of the total consolidated assets at book value of the Company. The Company shall have 30 days from the date of delivery of each Compliance Certificate to comply with this covenant. At the time that a Subsidiary or Special Entity executes and delivers a Subsidiary Guaranty Agreement to the Administrative Agent it shall also deliver to the Administrative Agent the following in form and substance acceptable to the Administrative Agent:
Subsidiary Guaranty Agreements. The Company will cause each of its Subsidiaries and Special Entities to execute a Subsidiary Guaranty Agreement, except for such Subsidiaries and Special Entities that in the aggregate do not have assets at book value in excess of 15% of the total consolidated assets at book value of the Company. The Company shall have 30 days from the date of delivery of each Compliance Certificate to comply with this covenant. At the time that a Subsidiary or Special Entity executes and delivers a Subsidiary Guaranty Agreement to the Administrative Agent it shall also deliver to the Administrative Agent the following in form and substance acceptable to the Administrative Agent: (a) A certificate of the Secretary or an Assistant Secretary of each Subsidiary Guarantor setting forth (i) resolutions of its board of directors or appropriate Persons with respect to the authorization of such Subsidiary Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary Guarantor (y) who are authorized to sign the Loan Documents to which such Subsidiary Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of 44 incorporation and bylaws or appropriate document of governance of such Subsidiary Guarantor, certified as being true and complete. The Agents and the Lenders may conclusively rely on such certificate until they receive notice in writing from the Company to the contrary. (b) An opinion of counsel to the Subsidiary Guarantor, substantially in the form of Exhibit N. ARTICLE IX NEGATIVE COVENANTS The Company covenants and agrees that, so long as any of the Commitments are in effect and until payment in full of Loans hereunder and all interest thereon without the prior written consent of the Majority Lenders: Section 9.01
Subsidiary Guaranty Agreements. 21 10. NEGATIVE COVENANTS.....................................................................22 10.1. Consolidated Indebtedness; Indebtedness of Subsidiaries........................22 10.2. Liens..........................................................................22 10.3. Sale of Assets.................................................................24 10.4. Mergers, Consolidations, etc...................................................24 10.5. Disposition of Stock of Subsidiaries...........................................25 10.6. [Intentionally Omitted]........................................................25 10.7. Nature of Business.............................................................25 10.8. Transactions with Affiliates...................................................26
Subsidiary Guaranty Agreements the Subsidiary Guaranty Agreements to be executed by each of the Subsidiaries in favor of Lender pursuant to Sections 4.2 and 9.1(N) hereof, each to be in the form of Exhibit C-1 attached hereto, and any modifications or replacements of any of the foregoing. SUBSIDIARY SECURITY AGREEMENTS - the Subsidiary Security Agreements to be executed by each of the Subsidiaries in favor of Lender pursuant to Sections 4.2 and 9.1(N) hereof, each in the form of Exhibit D attached hereto, and any modifications or replacements of any of the foregoing. SUBSIDIARY STOCK PLEDGE AGREEMENT - the Stock Pledge Agreement which is to be executed by S C Holding in favor of Lender pursuant to Section 4.2 in the form of Exhibit E attached hereto and any modifications or replacements thereof, and such term shall include any additional Stock Pledge Agreements executed by any Subsidiary pursuant to Section 9.1(N) hereof. TERMINATION DATE - June 30, 2002, or any later date to which the Termination Date is extended by Lender in its discretion in writing. TRADEMARK SECURITY AGREEMENTS - the Trademark Security Agreements which are to be executed by certain of the Credit Parties pursuant to Section 4.2 and 9.1(N) hereof, each to be in the form of Exhibit N attached hereto, and any modifications or replacements of any of the foregoing. VOTING STOCK - Securities of any class or classes of a corporation the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).
Subsidiary Guaranty Agreements. Each Domestic Subsidiary of a Loan Party created or acquired subsequent to the Closing Date shall immediately execute and deliver to the Agent a Guaranty Agreement, along with such corporate governance and authorization documents as may be deemed reasonably necessary or advisable by the Agent and the Banks; provided, however, that a Domestic Subsidiary shall not be required to execute such Guaranty Agreement so long as (i) the total assets of such Domestic Subsidiary are less than Ten Million and 00/100 Dollars ($10,000,000.00), and (ii) the aggregate of the total assets of all such Domestic Subsidiaries with total asset values of less than Ten Million and 00/100 Dollars ($10,000,000.00) does not exceed the aggregate amount of Thirty Million and 00/100 Dollars ($30,000,000.00). In the event that the total assets of any Subsidiary which is not a Domestic Subsidiary or a Guarantor are at any time 45 equal to or greater than Twenty Million and 00/100 Dollars ($20,000,000.00), the Borrower shall provide the Agent and the Banks with prompt written notice of such asset value.
Subsidiary Guaranty Agreements. Such Purchaser shall have received the Subsidiary Guaranty Agreement, duly executed by each of the Subsidiary Guarantors party thereto.
Subsidiary Guaranty Agreements. Such Purchaser shall have received the Subsidiary Guaranty Agreement, duly executed by each of the Subsidiary Guarantors party thereto. 505298\0057\02050\969WL85X.NPA
Subsidiary Guaranty Agreements. EEX will cause each of its Subsidiaries and Special Entities to execute a Subsidiary Guaranty Agreement, except for such Subsidiaries and Special Entities that in the aggregate do not have assets at book value in excess of 25% of the total consolidated assets at book value of EEX. EEX shall have 30 days from the date of delivery of each Compliance Certificate to comply with this covenant. At the time that a Subsidiary or Special Entity executes and delivers a Subsidiary Guaranty Agreement to the Placement Agent it shall also deliver to the Placement Agent the following in form and substance acceptable to the Placement Agent:
Subsidiary Guaranty Agreements. As additional security for the due and punctual payment and performance of the terms and provisions of this Credit Agreement, the Revolving Credit Note and each of the terms, covenants, representations, warranties and provisions herein contained and contained in each of the Loan Documents, on or before the Closing Date each of the Subsidiary Guarantors shall execute a Subsidiary Guaranty, a copy of the form of which is marked "Exhibit H", affixed hereto and by this reference incorporated herein and made a part hereof.
