Common use of Subsidiary Guaranty Agreements Clause in Contracts

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 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.

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.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:

Subsidiary Guaranty Agreements. The Company 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 1525% of the total consolidated assets at book value of the CompanyEEX. The Company 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 Administrative Placement Agent it shall also deliver to the Administrative Placement Agent the following in form and substance acceptable to the Administrative Placement 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 Operative 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 Guaranty Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws or appropriate document of governance of such Subsidiary Guarantor, certified as being true and complete. The Agents MIStS Issuer, the Placement Agent and the Lenders Holders may conclusively rely on such certificate until they receive notice in writing from the Company EEX to the contrary. (b) An opinion of counsel to the Subsidiary Guarantor, substantially in the form of Exhibit N.N to the EEX Credit Agreement.