Common use of Supplemental Guarantors Clause in Contracts

Supplemental Guarantors. (a) The Borrower will at all times maintain Guaranties from the Initial Guarantors and Supplemental Guarantors such that as of the end of each fiscal quarter (x) the aggregate assets of the Borrower and the Guarantors are not less than 90% of the consolidated assets of the Borrower and its Subsidiaries and (y) the aggregate gross revenues of the Borrower and the Guarantors (calculated as of the last day of the Borrower's and the Guarantors' most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter) do not constitute less than 90% of the aggregate gross revenues of the Borrower and its Subsidiaries (calculated as of the last day of the Borrower's and its Subsidiaries' most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter); provided that (i) in the event that any Subsidiary of the Borrower (other than a Guarantor) at any time has assets, determined in accordance with GAAP, with a book value equal to or greater than an amount equal to two and one half percent (2 1/2%) of the consolidated assets of the Borrower and its Subsidiaries determined as of the last day of the immediately preceding fiscal quarter, such Subsidiary shall promptly execute and deliver a Guaranty as a Supplemental Guarantor pursuant to this Section 6.20, and (ii) in no event shall any SPV be required to become a Guarantor hereunder if its guaranty of any Indebtedness of the Borrower would violate any of the Receivables Purchase Documents. In maintaining such Guaranties, the guaranties executed by any Supplemental Guarantors shall be executed and delivered to the Agent for the benefit of each of the Lenders and shall be substantially identical to the guaranties previously executed by each of the Initial Guarantors, together with such supporting documentation, including corporate resolutions and opinions of counsel with respect to such additional guaranty, as may be reasonably required by the Agent and the Required Lenders. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) an Affiliate of the Borrower, then such Guarantor (in the event of a sale or disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its respective Guaranty, provided, that (i) such Guarantor or other Person, as the case may be, is concurrently released and relieved of any obligations it may have with respect to the Subordinated Notes and (ii) after such release the Borrower remains in compliance with Section 6.20(a).

Supplemental Guarantors. (a) The Borrower will at all times maintain Guaranties from the Initial Guarantors and Supplemental Guarantors such that as of the end of each fiscal quarter (x) the aggregate assets of the Borrower and the Guarantors are not less than 90% of the consolidated assets of the Borrower and its Subsidiaries and (y) the aggregate gross revenues of the Borrower and the Guarantors (calculated as of the last day of the Borrower's ’s and the Guarantors' ’ most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter) do not constitute less than 90% of the aggregate gross revenues of the Borrower and its Subsidiaries (calculated as of the last day of the Borrower's ’s and its Subsidiaries' ’ most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter); provided that (i) in the event that any Subsidiary (including, without limitation, any continuing or surviving corporation which becomes a Subsidiary as contemplated by Section 6.11(a)(ii)) of the Borrower (other than a Guarantor) (A) at any time has assets, determined in accordance with GAAP, with a book value equal to or greater than an amount equal to two and one half percent (2 1/2%2-½%) of the consolidated assets of the Borrower and its Subsidiaries determined as of the last day of the immediately preceding fiscal quarterquarter or (B) guarantees Borrower’s obligations under the 2013 Subordinated Notes, the 2015 Subordinated Notes, the 2020 Subordinated Notes, the 2035 Convertible Notes, the Trust PIERS, or the New Trust PIERS, or prior to the Existing Subordinated Notes Redemption Date, the Existing Subordinated Notes, such Subsidiary shall promptly execute and deliver a Guaranty as a Supplemental Guarantor pursuant to this Section 6.20, and (ii) in no event shall any SPV be required to become a Guarantor hereunder if its guaranty of any Indebtedness of the Borrower would violate any of the Receivables Purchase Documents. In maintaining such Guaranties, the guaranties executed by any Supplemental Guarantors shall be executed and delivered to the Agent for the benefit of each of the Lenders and shall be substantially identical to the guaranties previously executed by each of the Initial Guarantors, together with such supporting documentation, including corporate resolutions and opinions of counsel with respect to such additional guaranty, as may be reasonably required by the Agent and the Required Lenders. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) an Affiliate of the Borrower, then such Guarantor (in the event of a sale or disposition, by way of merger, consolidation or otherwise, of all of the capital stock Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its respective Guaranty, ; provided, that (i) such Guarantor or other Person, as the case may be, is concurrently released and relieved of any obligations it may have with respect to the 2013 Subordinated Notes, the 2015 Subordinated Notes, the 2020 Subordinated Notes, the 2035 Convertible Notes and/or the Existing Subordinated Notes, as applicable, and (ii) after such release the Borrower remains in compliance with Section 6.20(a). (c) If any Subsidiary becomes a Supplemental Guarantor after the Effective Date, the Borrower will, within 10 Business Days after any such Subsidiary becomes a Supplemental Guarantor, cause such Subsidiary to become a Grantor. A Supplemental Guarantor shall become an additional Grantor by executing and delivering to the Agent a Security Agreement Supplement and such other Security Documents as are required by Section 6.25, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors, members or other governing body of such Subsidiary, and opinions of counsel comparable to those delivered pursuant to Section 4.1, and (iii) such other documents as the Agent may reasonably request. (d) No Subsidiary that becomes a Grantor or a Supplemental Guarantor shall thereafter cease to be a Grantor or Supplemental Guarantor or be entitled to be released or discharged from its obligations under the Guaranty or the Security Agreement, except as provided expressly in this Agreement.

Supplemental Guarantors. (a) The Borrower will at all times maintain Guaranties from the Initial Guarantors and Supplemental Guarantors such that as of the end of each fiscal quarter (x) the aggregate assets of the Borrower and the Guarantors are not less than 90% of the consolidated assets of the Borrower and its Subsidiaries and (y) the aggregate gross revenues of the Borrower and the Guarantors (calculated as of the last day of the Borrower's ’s and the Guarantors' ’ most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter) do not constitute less than 90% of the aggregate gross revenues of the Borrower and its Subsidiaries (calculated as of the last day of the Borrower's ’s and its Subsidiaries' ’ most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter); provided that (i) in the event that any Subsidiary (other than any Foreign Subsidiary but including, without limitation, any continuing or surviving corporation which becomes a Subsidiary as contemplated by Section 6.10(a)(ii)) of the Borrower (other than a Guarantor) (A) at any time has assets, determined in accordance with GAAP, with a book value equal to or greater than an amount equal to two and one half percent (2 2- 1/2%) of the consolidated assets of the Borrower and its Subsidiaries determined as of the last day of the immediately preceding fiscal quarter, (B) guarantees Borrower’s obligations under the 2013 Subordinated Notes, the 2015 Subordinated Notes, the 2020 Subordinated Notes, the 2025 Subordinated Convertible Notes, the 2035 Convertible Notes, the Trust PIERS, or the New Trust PIERS, or (C) guarantees Borrower’s or any of its Subsidiary’s obligations under any Permitted Subordinated Debt equal to or exceeding $25,000,000 in the aggregate or any other Indebtedness equal to or exceeding $25,000,000 in the aggregate, such Subsidiary (other than a Foreign Subsidiary) shall promptly execute and deliver a Guaranty as a Supplemental Guarantor pursuant to this Section 6.20, and (ii) in no event shall any SPV be required to become a Guarantor hereunder if its guaranty of any Indebtedness of the Borrower would violate any of the Receivables Purchase Documents. In maintaining such Guaranties, the guaranties executed by any Supplemental Guarantors shall be executed and delivered to the Agent for the benefit of each of the Lenders and shall be substantially identical to the guaranties previously executed by each of the Initial Guarantors, together with such supporting documentation, including corporate resolutions and opinions of counsel with respect to such additional guaranty, as may be reasonably required by the Agent and the Required Lenders. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) an Affiliate of the Borrower, then such Guarantor (in the event of a sale or disposition, by way of merger, consolidation or otherwise, of all of the capital stock Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its respective Guaranty, ; provided, that (i) such Guarantor or other Person, as the case may be, is concurrently released and relieved of any obligations it may have with respect to (x) the 2013 Subordinated Notes Notes, the 2015 Subordinated Notes, the 2020 Subordinated Notes, the 2025 Subordinated Convertible Notes, and/or the 2035 Convertible Notes, as applicable, or (y) any Permitted Subordinated Debt or any other Indebtedness of the Borrower or any of its Subsidiaries equal to or exceeding $25,000,000 in the aggregate and (ii) after such release the Borrower remains in compliance with Section 6.20(a).

Supplemental Guarantors. (a) The Borrower will at all times maintain Guaranties from the Initial Guarantors and Supplemental Guarantors such that as of the end of each fiscal quarter (x) the aggregate assets of the Borrower and the Guarantors are not less than 90% of the consolidated assets of the Borrower and its Subsidiaries and (y) the aggregate gross revenues of the Borrower and the Guarantors (calculated as of the last day of the Borrower's ’s and the Guarantors' ’ most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter) do not constitute less than 90% of the aggregate gross revenues of the Borrower and its Subsidiaries (calculated as of the last day of the Borrower's ’s and its Subsidiaries' ’ most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter); provided that (i) in the event that any Subsidiary (including, without limitation, any continuing or surviving corporation which becomes a Subsidiary as contemplated by Section 6.11(a)(ii)) of the Borrower (other than a Guarantor) (A) at any time has assets, determined in accordance with GAAP, with a book value equal to or greater than an amount equal to two and one half percent (2 1/2%) of the consolidated assets of the Borrower and its Subsidiaries determined as of the last day of the immediately preceding fiscal quarterquarter or (B) guarantees Borrower’s obligations under the 2011 Subordinated Notes, the 2013 Subordinated Notes, the Trust PIERS, or the New Trust PIERS, such Subsidiary shall promptly execute and deliver a Guaranty as a Supplemental Guarantor pursuant to this Section 6.206.21, and (ii) in no event shall any SPV be required to become a Guarantor hereunder if its guaranty of any Indebtedness of the Borrower would violate any of the Receivables Purchase Documents. In maintaining such Guaranties, the guaranties executed by any Supplemental Guarantors shall be executed and delivered to the Agent for the benefit of each of the Lenders and shall be substantially identical to the guaranties previously executed by each of the Initial Guarantors, together with such supporting documentation, including corporate resolutions and opinions of counsel with respect to such additional guaranty, as may be reasonably required by the Agent and the Required Lenders. Notwithstanding the foregoing, neither NeighborCare nor any of its Subsidiaries shall be required to become Guarantors prior to 30 days after the later of (1) the consummation of the NeighborCare Acquisition and (2) the earlier of (i) the date of redemption, purchase or other repayment (or defeasance) of all Indebtedness arising under the NeighborCare Notes and (ii) the tenth (10th) Business Day after the end of the Borrower’s fiscal quarter ending closest to September 30, 2005. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) an Affiliate of the Borrower, then such Guarantor (in the event of a sale or disposition, by way of merger, consolidation or otherwise, of all of the capital stock Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its respective Guaranty, provided, that (i) such Guarantor or other Person, as the case may be, is concurrently released and relieved of any obligations it may have with respect to the 2011 Subordinated Notes or the 2013 Subordinated Notes, and (ii) after such release the Borrower remains in compliance with Section 6.20(a).

Supplemental Guarantors. (a) The Borrower will at all times maintain Guaranties from the Initial Guarantors and Supplemental Guarantors such that as of the end of each fiscal quarter (x) the aggregate assets of the Borrower and the Guarantors are not less than 90% of the consolidated assets of the Borrower and its Subsidiaries and (y) the aggregate gross revenues of the Borrower and the Guarantors (calculated as of the last day of the Borrower's and the Guarantors' most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter) do not constitute less than 90% of the aggregate gross revenues of the Borrower and its Subsidiaries (calculated as of the last day of the Borrower's and its Subsidiaries' most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter); provided that (i) in the event that any Subsidiary (including, without limitation, any continuing or surviving corporation which becomes a Subsidiary as contemplated by Section 6.11(a)(ii)) of the Borrower (other than a Guarantor) (A) at any time has assets, determined in accordance with GAAP, with a book value equal to or greater than an amount equal to two and one half percent (2 1/2%) of the consolidated assets of the Borrower and its Subsidiaries determined as of the last day of the immediately preceding fiscal quarterquarter or (B) guarantees Borrower's obligations under the 2011 Subordinated Notes, the 2013 Subordinated Notes or the Trust PIERS, such Subsidiary shall promptly execute and deliver a Guaranty as a Supplemental Guarantor pursuant to this Section 6.206.21, and (ii) in no event shall any SPV be required to become a Guarantor hereunder if its guaranty of any Indebtedness of the Borrower would violate any of the Receivables Purchase Documents. In maintaining such Guaranties, the guaranties executed by any Supplemental Guarantors shall be executed and delivered to the Agent for the benefit of each of the Lenders and shall be substantially identical to the guaranties previously executed by each of the Initial Guarantors, together with such supporting documentation, including corporate resolutions and opinions of counsel with respect to such additional guaranty, as may be reasonably required by the Agent and the Required Lenders. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) an Affiliate of the Borrower, then such Guarantor (in the event of a sale or disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its respective Guaranty, provided, that (i) such Guarantor or other Person, as the case may be, is concurrently released and relieved of any obligations it may have with respect to the 2011 Subordinated Notes or the 2013 Subordinated Notes, and (ii) after such release the Borrower remains in compliance with Section 6.20(a6.21(a).

Supplemental Guarantors. (a) The Borrower will at all times maintain Guaranties from the Initial Guarantors and Supplemental Guarantors such that as of the end of each fiscal quarter (x) the aggregate assets of the Borrower and the Guarantors are not less than 90% of the consolidated assets of the Borrower and its Subsidiaries and (y) the aggregate gross revenues of the Borrower and the Guarantors (calculated as of the last day of the Borrower's and the Guarantors' most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter) do not constitute less than 90% of the aggregate gross revenues of the Borrower and its Subsidiaries (calculated as of the last day of the Borrower's and its Subsidiaries' most recently ended fiscal quarter for the four consecutive fiscal quarters ending with such fiscal quarter); provided that (i) in the event that any Subsidiary (other than any Foreign Subsidiary but including, without limitation, any continuing or surviving corporation which becomes a Subsidiary as contemplated by Section 6.10(a)(ii)) of the Borrower (other than a Guarantor) (A) at any time has assets, determined in accordance with GAAP, with a book value equal to or greater than an amount equal to two and one half percent (2 1/2%2-½%) of the consolidated assets of the Borrower and its Subsidiaries determined as of the last day of the immediately preceding fiscal quarter, (B) guarantees Borrower's obligations under the 2020 Subordinated Notes, the 2025 Subordinated Convertible Notes, the 2035 Convertible Notes, the Trust PIERS, or the New Trust PIERS, or (C) guarantees Borrower's or any of its Subsidiary's obligations under any Permitted Subordinated Debt equal to or exceeding $25,000,000 in the aggregate or any other Indebtedness equal to or exceeding $25,000,000 in the aggregate, such Subsidiary (other than a Foreign Subsidiary) shall promptly execute and deliver a Guaranty as a Supplemental Guarantor pursuant to this Section 6.20, and (ii) in no event shall any SPV be required to become a Guarantor hereunder if its guaranty of any Indebtedness of the Borrower would violate any of the Receivables Purchase Documents. In maintaining such Guaranties, the guaranties executed by any Supplemental Guarantors shall be executed and delivered to the Agent for the benefit of each of the Lenders and shall be substantially identical to the guaranties previously executed by each of the Initial Guarantors, together with such supporting documentation, including corporate resolutions and opinions of counsel with respect to such additional guaranty, as may be reasonably required by the Agent and the Required Lenders. Notwithstanding the foregoing (or anything in any other Loan Document to the contrary), the Borrower may, from time to time, cause a Guarantor to be released from its obligations under the Guaranty by written notice to the Agent stating the name of such Guarantor to be released and certifying that, after giving effect to such release, the Borrower shall remain in compliance with the provisions of the first sentence of this clause (a) as of the then most recently ended fiscal quarter. Upon delivery of such notice to the Agent and so long as, immediate after giving effect to such release, the Borrower remains in compliance with the first sentence of this clause (a), such Guarantor shall automatically be released from its obligations under the Guaranty and shall thereafter no longer be a Guarantor hereunder. (b) In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) an Affiliate of the Borrower, then such Guarantor (in the event of a sale or disposition, by way of merger, consolidation or otherwise, of all of the capital stock Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its respective Guaranty, ; provided, that (i) such Guarantor or other Person, as the case may be, is concurrently released and relieved of any obligations it may have with respect to (x) the 2020 Subordinated Notes Notes, the 2025 Subordinated Convertible Notes, and/or the 2035 Convertible Notes, as applicable, or (y) any Permitted Subordinated Debt or any other Indebtedness of the Borrower or any of its Subsidiaries equal to or exceeding $25,000,000 in the aggregate and (ii) after such release the Borrower remains in compliance with Section 6.20(a).