Subsequent Guarantors. As a condition to the effectiveness of any subsequent Guaranty, each subsequent Guarantor shall deliver such documents, agreements, instruments and opinions as the Administrative Agent shall require as to such Guarantor and the Unencumbered Property owned by such Guarantor that are analogous to the deliveries made by the Guarantors as of the Restatement Date pursuant to §11.2 through §11.8, §11.10 and §11.11.
Subsequent Guarantors. If any Subsidiary of the Company that is not then party to a Guaranty Agreement (as defined below) at any time Guaranties, or becomes a co-borrower or co-obligor of any Indebtedness of the Company under any Primary Credit Facility, the Company shall cause such Subsidiary at such time to execute and deliver to the holders of the Notes an agreement (a “Guaranty Agreement”), in the form attached hereto as Exhibit 9.7, under which such Subsidiary shall Guaranty the Company’s obligations under this Agreement and the Notes, accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents and otherwise in form and substance substantially similar to the certificate delivered with respect to the Company pursuant to Section 4.3(b) on the date of First Closing and an opinion of counsel in form and substance substantially similar to the opinion delivered with respect to the Company pursuant to Section 4.4(a) on the date of First Closing. The Guaranty and Guaranty Agreement of any Subsidiary Guarantor shall be automatically and unconditionally released and discharged if such Subsidiary Guarantor shall have been released from its obligations as a guarantor, co-borrower and/or co-obligor under each Principal Credit Facility giving rise to an obligation to Guaranty this Agreement and the Notes, provided that (i) no Default or Event of Default exists at the time of such release or would result therefrom and (ii) such Guaranty and Guaranty Agreement shall not be released and discharged if the Company or any Subsidiary or Affiliate, directly or indirectly, pays or causes to be paid any consideration or remuneration, or gives any other concession, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any obligation or other liability of such Subsidiary Guarantor as borrower, obligor, or guarantor under or in respect of all or any portion of any Primary Credit Facility, unless such consideration, remuneration or concession is concurrently p...
Subsequent Guarantors. The foregoing representations and warranties in §6.3 through §6.20, as the same are true, correct and applicable to Guarantors existing on the Closing Date, shall be true, correct and applicable to each subsequent Guarantor in all material respects as of the date it becomes a Guarantor.
Subsequent Guarantors. The Company covenants that if at any time after the date of this Agreement any Subsidiary which is not already a Guarantor at such time, shall be or become a party to a Guaranty (whether as a borrower or an obligor) of all or any part of the Indebtedness of the Company or its Subsidiaries under, or in respect of, the Credit Agreement, the Company will cause each such Subsidiary, contemporaneously with entering into any such Guaranty (and in any event no later than 30 days thereafter), to execute and deliver to the holders of the Notes (a) a Guaranty of the Company's obligations under the Notes and this Agreement, in substantially the form of the Guaranty Agreement attached as Exhibit 4.7 to this Agreement to the extent permitted under local law, and (b) to the extent an opinion of counsel is delivered with respect to such Guaranty of such Indebtedness under, or in respect of, the Credit Agreement, an opinion of counsel for such Subsidiary with respect to such Guaranty in substantially the form of the opinion of counsel so delivered under, or in respect of, the Credit Agreement.
Subsequent Guarantors. The Company covenants that if any Subsidiary is or shall become a co-borrower or co-obligor with the Company, or is or shall become obligated under any Guaranty, other than any Run-Off Guaranty, with respect to the obligations owed by the Company, under any Principal Lending Agreement at any time on or after July 27, 2011, then the Company will (a) cause such Subsidiary to execute and deliver to the holders of the Notes a guaranty agreement (each as amended, supplemented, restated or otherwise modified from time to time, a “Guaranty Agreement”) in form reasonably satisfactory to Prudential and the Required Holder(s) and (b) cause the Indebtedness under this Agreement and the Notes to be included in an Intercreditor Agreement with the holders of the indebtedness issued under such Principal Lending Agreement. Each such Guaranty Agreement shall be accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Guaranty Agreement and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, and an opinion of counsel for such Subsidiary with respect to such Guaranty Agreement of the type described in Section 4.4. Nothing in this Section 9.8 shall be construed to limit any restrictions contained in Section 10.6.
Subsequent Guarantors. The foregoing representations and warranties in Section 6.3 through Section 6.20, as the same are true, correct and applicable to Guarantors existing on the Closing Date, shall be true, correct and applicable to each subsequent Guarantor in all material respects as of the date it becomes a Guarantor.
Subsequent Guarantors. (i) Within 10 days after any Credit Party’s acquisition or formation of a Person that becomes a Major Domestic Subsidiary or within 10 days after any determination that any Domestic Subsidiary has become a Major Domestic Subsidiary, or (ii) concurrently with any Subsidiary’s becoming a guarantor or co-obligor of any of the Secured Obligations (as defined in the Intercreditor Agreement), the Company will cause such Person to (a) become a party to the Multiparty Guaranty, the Indemnity and Contribution Agreement, the Security Agreement (or an additional security agreement substantially similar to the Security Agreement) and the Intercreditor Agreement and (b) execute and deliver to each holder of Notes such opinions of counsel, certificates accompanying authorizing resolutions and corporate or similar documents, and such other financing statements, landlord/mortgagee waivers and other agreements, instruments and other documents as the Required Holders may reasonably request, each of foregoing in form and substance satisfactory to the Required Holders. Notwithstanding the foregoing, within 10 days after any determination by the Required Holders that (1) the book value of the assets of the Company (exclusive of its Subsidiaries), together with the book value of the assets of any then existing parties to the Multiparty Guaranty, in each case as at the end of the most recently ended fiscal quarter, do not collectively constitute at least 90% of the book value of the assets of the Company and its Subsidiaries on a consolidated basis as at the end of the most recently ended fiscal quarter, or (2) the Consolidated EBITDA (determined solely with respect to the Company (exclusive of its Subsidiaries)), together with the Consolidated EBITDA determined solely with respect to any then existing parties to the Multiparty Guaranty, in each case for the most recently ended four consecutive fiscal quarters, does not collectively constitute at least 90% of the Consolidated EBITDA for the most recently ended four consecutive fiscal quarters, then the Company shall cause such Domestic Subsidiaries to execute and deliver to each holder of Notes the documents described in clauses (a) and (b) of the immediately preceding sentence so that (A) the book value of the assets of the Company (exclusive of its Subsidiaries) and the parties to the Multiparty Guaranty constitute at least 90% of the book value of the assets of the Company and its Subsidiaries on a consolidated basis and (B) ...
Subsequent Guarantors. The foregoing representations and warranties in ss.6.3 through ss.6.20, as the same are true, correct and applicable to Guarantors existing on the Closing Date, shall be true, correct and applicable to each subsequent Guarantor in all material respects as of the date it becomes a Guarantor.
Subsequent Guarantors. U.S. Borrower covenants that at all times the assets of U.S. Borrower and all Subsidiary Guarantors shall constitute at least 95% of Consolidated Total Assets (excluding, for the purposes of this calculation, the assets of Foreign Subsidiaries of U.S. Borrower (except (i) with respect to the Canadian Borrower, so long as the assets of the Canadian Borrower do not constitute more than 20% of Consolidated Total Assets, (ii) with respect to Castle Metals de Mexico, S.A. de C.V., so long as the assets of Castle Metals de Mexico, S.A. de C.V. do not constitute more than 5% of Consolidated Total Assets and (iii) with respect to any other Foreign Subsidiaries, so long as the assets of all such Foreign Subsidiaries do not constitute more than 30% of Consolidated Total Assets)) and U.S. Borrower and the Subsidiary Guarantors shall have contributed at least 95% of Consolidated EBITDA (excluding, for the purposes of this calculation, the EBITDA of Foreign Subsidiaries of U.S. Borrower (except (i) with respect to the Canadian Subsidiary, so long as the assets of the Canadian Subsidiary do not constitute more than 20% of Consolidated Total Assets, (ii) with respect to Castle Metals de Mexico, S.A. de C.V., so long as the assets of Castle Metals de Mexico, S.A. de C.V. do not constitute more than 5% of Consolidated Total Assets and (iii) with respect to any other Foreign Subsidiaries, so long as the assets of all such Foreign Subsidiaries do not constitute more than 30% of Consolidated Total Assets)) for the four quarters then most recently ended. To the extent necessary to permit U.S. Borrower to comply with the foregoing U.S. Borrower will cause one or more Significant Subsidiaries to become Subsidiary Guarantors and U.S. Borrower will cause each such Significant Subsidiary to deliver to U.S. Agent (a) a joinder agreement to the Subsidiary Guarantee Agreement, which joinder agreement is to be in the form of Exhibit A to the Subsidiary Guarantee Agreement; (b) an opinion of counsel to such Person with respect to the Subsidiary Guarantee Agreement and such joinder agreement which is in form and substance reasonably acceptable to U.S. Agent; and (c) all applicable U.S. Security Documents and any other documents as may be necessary or appropriate to permit U.S. Borrower to be in compliance with its obligations set forth in this Section 6.12. The Subsidiary Guarantors shall be permitted to guaranty all Other Senior Debt.
Subsequent Guarantors. Each of the Parent and the Company covenants that if at any time any Person, which is not a Domestic Subsidiary as of the date hereof, shall become a Domestic Subsidiary, the Parent and the Company will cause such Person to execute and deliver to the holders of the Notes a joinder to the Guaranty Agreement substantially in the form of the joinder attached to the Guaranty Agreement delivered at the closing pursuant to paragraph 3A(iii) hereof, and will cause such Person to comply with the provisions of paragraph 5L hereof. Each such joinder shall be accompanied by a certificate of the Secretary or Assistant Secretary of such Person certifying such Person’s charter and by-laws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Person authorizing the execution and delivery of such joinder to the Guaranty Agreement and documents executed by such Person pursuant to paragraph 5L hereof and incumbency and specimen signatures of the officers of such Person executing such documents. Without limiting the generality of the foregoing, the Company shall cause Xxxxx XX and any other Domestic Subsidiary acquired or formed in connection with the consummation of the Kraft Acquisition to comply with the provisions of this paragraph 5K and the provisions of paragraph 5L not later that 14 days after the date of closing.
