Common use of Additional Guarantor Clause in Contracts

Additional Guarantor. (a) Each Subsidiary of the Issuer in existence as at the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party to this Agreement as a Guarantor on the Original Issue Date. (b) If at any time after the Original Issue Date, any Subsidiary is required to become an Additional Guarantor: (i) the Issuer must give not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantor. (c) If the accession of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements. (d) The relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicable. (e) Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Issuer, to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correct.

Additional Guarantor. (a) Each Subsidiary The Issuer, in accordance with and as permitted under the Transaction Documents, may purchase, acquire, form or cause to be formed one or more Additional Guarantors without the consent of the Issuer Control Party; provided that any such Additional Guarantor has adopted, or substantially contemporaneously with the closing of an applicable transaction pursuant to which such Additional Guarantor is purchased, acquired or otherwise designated as an Additional Guarantor hereunder, will adopt, Charter Documents substantially similar to the Charter Documents of the existing Franchise Entities; provided, further, that such Additional Guarantor holds Guarantor Assets, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in existence as at the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party order to this Agreement act as a Guarantor on the Original Issue Datefranchisor with respect to New Franchise Agreements. (b) If at any time after the Original Issue DateIssuer desires to create, any Subsidiary is required to become incorporate, form or otherwise organize an Additional Guarantor: Guarantor that does not comply with the provisos set forth in clause (ia) above, the Issuer must give shall first obtain the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative), such consent not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantorunreasonably withheld. (c) If In connection with the accession organization of an any Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to itconjunction with clause (a) or (b) above, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itselfshall, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirementsif such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP Holder. (d) The relevant Subsidiary will become an Issuer shall cause each Additional Guarantor when to promptly execute an assumption agreement in form set forth as Exhibit A to the Trustee notifies Guarantee and Collateral Agreement (the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicableGuarantors. (e) Delivery Upon the execution and delivery of an Accession Assumption Agreement as required in clause (d) above, any Additional Guarantor party thereto will become a party to the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the Guarantee and Collateral Agreement, executed will assume all Obligations and liabilities of a Guarantor thereunder. (f) The Control Party will have the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the relevant Subsidiary Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral if it were held by an existing Guarantor and that separating the Issuerownership of such After-Acquired Securitization IP from the rest of the Securitization IP will not impair the enforceability of the Securitization IP. In making any determination with respect to such After-Acquired Securitization IP, the Control Party will have the right to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correctconsult with third-party experts.

Additional Guarantor. Upon the occurrence of a Guarantor Default (adefined below), Borrower shall have thirty (30) Each Subsidiary days after the date of such occurrence to provide an additional guarantor satisfactory to Bank, in Bank’s sole discretion, which additional guarantor shall guaranty and indemnify the Bank for the same obligations of the Issuer in existence Guarantor, without regard to any defenses or claims that the Guarantor may claim or have against Bank, including Borrower and the additional guarantor entering into and delivering to Bank such guaranties, indemnities, legal opinions, resolutions, incumbency certificates, financial statements and related information and other items as at the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party to this Agreement as a Guarantor on the Original Issue Date. (b) If at any time after the Original Issue Daterequired by Bank, any Subsidiary is required to become an Additional Guarantor: (i) the Issuer must give not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required all to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantor. (c) If the accession of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements. (d) The relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to itBank in Bank’s sole discretion, and Borrower shall pay and reimburse Bank for all of Bank’s costs and expenses, including, without limitation reasonable attorneys fees and expenses, that Bank may incur in connection therewith with all such documentation to be executed and delivered and payments made within such thirty (30) day period. The Trustee must give In the event that Bank accepts the additional guarantor, all documentation is timely executed and delivered by Borrower and the additional guarantor and received by Bank, Bank receives any other items required by Bank, and all of Bank’s fees are timely paid by Borrower, then Bank shall permanently waive, as to the Guarantor, the Guarantor Default that triggered Borrower’s right to offer an additional guarantor. This right to provide an additional guarantor may only be exercised once by Borrower. Neither this notification as soon as reasonably practicable. right of Borrower to offer an additional guarantor nor Bank’s waiver of any Guarantor Default shall be construed in any way to (ei) Delivery release the Guarantor from liability under any Guaranty or any of an Accession the other Loan Documents to which the Guarantor is a party, (ii) waive any right or remedy Bank may have against the Guarantor including, without limitation, the right to payment of the Obligations under the Agreement of Guaranty and Suretyship (Payment), the right to performance under the Agreement of Guaranty and Suretyship (Completion), the right to payment under the Recourse Carve-Out Guaranty and the right to payment and performance under the Indemnification Agreement, executed or (iii) extend any cure period of either Borrower or the Guarantor. In no event shall the waiver by Bank of any Guarantor Default be construed as a waiver of any obligation of the additional guarantor or of Borrower or a waiver of any other default by Borrower or any other guarantor except that the waiver by Bank of any Guarantor Default shall also be a waiver of the same default by the relevant Subsidiary and Guarantor under the Issuer, other Loan Documents to the Trustee constitutes confirmation extent the same act or omission by the Guarantor was also a default under any other Loan Document. Borrower’s right to offer an additional guarantor shall be a one time right. Borrower shall have the obligation to pay and reimburse Bank for all of Bank’s costs and expenses, including, without limitation, reasonable attorneys fees and expenses, that Subsidiary Bank may incur in connection with such offered additional guarantor regardless of whether Bank accepts the offered additional guarantor. For the purposes of this Section 6.2, “Guarantor Default” shall mean any Event of Default by Guarantor under this Agreement or any other Loan Document and any one or more events of default under any of the Issuer that Guaranties excluding an event of default arising from the Repeating Representations are then correctfailure of the Guarantor to pay any of the monetary obligations of the Guarantor under the Guaranties upon demand by Bank.

Additional Guarantor. (a) Each Subsidiary of the Issuer in existence as at the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party to this Agreement as a Guarantor on the Original Issue Date. (b) If at any time after the Original Issue Date, any Subsidiary is required to become an Additional Guarantor:: 115 (i) the Issuer must give not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantor. (c) If the accession of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements. (d) The relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicable. (e) Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Issuer, to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correct.

Additional Guarantor. (a) Each Subsidiary The Issuer, in accordance with and as permitted under the Transaction Documents, may purchase, acquire, form or cause to be formed one or more Additional Guarantors without the consent of the Issuer Control Party; provided that any such Additional Guarantor is a Delaware limited liability company or a Delaware corporation (so long as the use of such corporate form is reasonably satisfactory to the Control Party) and has adopted, or substantially contemporaneously with the closing of an applicable transaction pursuant to which such Additional Guarantor is purchased, acquired or otherwise designated as an Additional Guarantor hereunder, will adopt, Charter Documents substantially similar to the Charter Documents of the Franchise Entities that were Delaware limited liability companies or Delaware corporations, as applicable, as in existence as at on the Original Issue Date Listed Closing Date; provided, further, that such Additional Guarantor holds Guarantor Assets, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in Part 1 of Schedule 1 (Original Obligors) will be party order to this Agreement act as a Guarantor on the Original Issue Datefranchisor with respect to New Franchise Agreements. (b) If at any time after the Original Issue DateIssuer desires to create, any Subsidiary is required to become incorporate, form or otherwise organize an Additional Guarantor: Guarantor that does not comply with the provisos set forth in clause (ia) above, the Issuer must give shall first obtain the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative), such consent not less than ten (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantorunreasonably withheld. (c) If In connection with the accession organization of an any Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to itconjunction with clause (a) or (b) above, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itselfshall, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirementsif such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP Holder. (d) The relevant Subsidiary will become an Issuer shall cause each Additional Guarantor when to promptly execute an assumption agreement in form set forth as Exhibit A to the Trustee notifies Guarantee and Collateral Agreement (the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicableGuarantors. (e) Delivery Upon the execution and delivery of an Accession Assumption Agreement as required in clause (d) above, any Additional Guarantor party thereto will become a party to the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the Guarantee and Collateral Agreement, executed will assume all Obligations and liabilities of a Guarantor thereunder. (f) The Control Party will have the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the relevant Subsidiary Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral if it were held by an existing Guarantor and that separating the Issuerownership of such After-Acquired Securitization IP from the rest of the Securitization IP will not impair the enforceability of the Securitization IP. In making any determination with respect to such After-Acquired Securitization IP, the Control Party will have the right to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correctconsult with third-party experts.

Additional Guarantor. covenants The Guarantor hereby undertakes and covenants with the Finance Parties separately and severally that from the date of this Agreement and until the Discharge Date in respect of the ECA Debt: (a) Each Subsidiary the Guarantor shall furnish to each National Agent sufficient copies for each ECA Lender it represents (which such National Agent shall promptly furnish to each such ECA Lender): (i) as soon as available, and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Issuer Guarantor, a copy of the audited financial statements and annual audit report of the Guarantor and its Subsidiaries for such fiscal year beginning with the year ending 31 December 2008 prepared on a consolidated basis and in existence conformity with generally accepted accounting principles in the United States of America and certified by PriceWaterhouseCoopers or by another independent United States of America certified public accountant of recognised national standing in the United States of America selected by the Guarantor; (ii) as soon as available, and in any event within sixty (60) days after the end of each quarter (except the last quarter) of each fiscal year of the Guarantor, a copy of the unaudited financial statements of the Guarantor and its Subsidiaries for such quarter prepared in a manner consistent with the audited financial statements referred to in paragraph (i) above and certified by the chief financial officer of the Guarantor as fairly presenting the consolidated financial condition of the Guarantor and its consolidated Subsidiaries for such period (subject to normal year end adjustments); (iii) promptly after the filing or making thereof, copies of all 8-K's (other than 8-K's relating solely to the issuance by the Guarantor of securities pursuant to an effective registration statement), 10-Q's, 10-K's, and other material reports or registration statements filed by the Guarantor with or to any securities exchange or the Securities and Exchange Commission; (iv) from time to time such other information concerning the Group's operations, business affairs and financial condition as any ECA Administrative Party may reasonably request, provided, however, that (aa) no such Form 8-K need be so delivered to the National Agents if the Guarantor shall have posted such Form to its website at ▇▇▇.▇▇▇.▇▇▇ and notified the Original Issue Date Listed in Part 1 ECA Facility Agent of Schedule 1 such posting and (Original Obligorsbb) will no such financial statements or annual audit reports need be party so delivered to this Agreement the National Agents if the Guarantor shall have delivered to the National Agents (or the Guarantor shall have posted to its website at ▇▇▇.▇▇▇.▇▇▇ and notified the ECA Facility Agent of such posting) the Guarantor's annual or quarterly report (as a appropriate) on Form 10-K or 10-Q (as appropriate) which the Guarantor on files with the Original Issue Date.Securities and Exchange Commission for the relevant fiscal year or quarter, as the case may be, containing such consolidated financial statements and annual audit reports, as the case may be; (b) If at promptly after learning of the occurrence of any time after Event of Default or a First Trigger Event, Second Trigger Event or Net Worth Event, the Original Issue DateGuarantor shall furnish to the ECA Facility Agent written notice thereof, any Subsidiary is required describing the same and the steps being taken by the Guarantor with respect thereto; (c) the Guarantor will preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to become an Additional Guarantormaintain all rights, privileges and franchises material to the normal conduct of its significant businesses, provided, however, that notwithstanding this Clause 8.2.1(c) the Guarantor may: (i) the Issuer must give not less than ten discontinue any of its businesses that are no longer deemed advantageous to it (10) Business Days prior notice to the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required such determination to be delivered by an Additional in the sole and absolute discretion of the Guarantor); and (iiiii) on sell or prior to the accession dispose of any Subsidiary assets, subsidiaries or the capital stock thereof, or consolidate with, accept a merger of, or permit the merger of the Guarantor into any other person in accordance with this a transaction permitted pursuant to Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantor. (c) If the accession of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements.8.2.1(d); (d) The relevant Subsidiary will become the Guarantor shall not consolidate with any other corporation or limited liability company or accept a merger of any other corporation or limited liability company into the Guarantor or permit the Guarantor to be merged into any other corporation or limited liability company, or sell its properties and assets as, or substantially as, an Additional Guarantor when the Trustee notifies entirety unless: (i) no Net Worth Event would occur as a result of such merger, consolidation or asset purchase; (ii) this Agreement and the other Finance Parties and Guarantor Documents shall be binding on the Issuer that surviving entity of such consolidation or merger or the purchaser of the Guarantor's assets, as the case may be, as if it were named "Guarantor" therein; (iii) the Relevant Agent has received all of the documents a legal opinion addressed to and evidence referred to in paragraph (b)(ii) above in form and substance satisfactory to it. The the Lessor, each Export Credit Agency, the ECA Facility Agent and the Security Trustee must give this notification as soon as reasonably practicable.(on behalf of itself and each ECA Lender) from legal counsel acceptable to the ECA Facility Agent confirming the enforceability of the Guarantor Documents against the surviving entity of such consolidation or merger or the purchaser of the Guarantor's assets; and (eiv) Delivery either CIT Group Inc. is the surviving entity of an Accession Agreementsuch consolidation or merger, executed by or the relevant Subsidiary and the Issuersurviving entity of such consolidation, to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correct.merger or asset purchase:

Additional Guarantor. (a) Each Subsidiary A copy of the Issuer constitutional documents of the Additional Guarantor and in existence respect of each Additional Guarantor which is incorporated under the laws of Bermuda, a copy (certified by its company secretary) of the following documents: (i) Register of directors and officers; (ii) Register of members; (iii) Tax assurance letter issued by the Registrar of Companies for the Minister of Finance; and (iv) the Bermuda Monetary Authority’s “No Objection” to incorporation or foreign exchange letter, as at applicable, issued by the Original Issue Date Listed in Part 1 of Schedule 1 (Original Obligors) will be party to this Agreement as a Guarantor on the Original Issue DateBermuda Monetary Authority. (b) If at any time after In respect of each Original Guarantor which is incorporated under the Original Issue Datelaws of Bermuda, any Subsidiary is required to become an a certificate of compliance issued by the Bermuda Registrar of Companies. (c) A copy of a resolution of the board of directors of the Additional Guarantor: (i) approving the Issuer must give not less than ten (10) Business Days prior notice terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to the Trustee (who must promptly notify the Bridge Noteholders)which it is party; (ii) authorising a specified person or persons to execute the Issuer must Accession Deed and other Finance Documents on its behalf; (following consultation iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Trustee) deliver Finance Documents to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor)which it is a party; and (iiiiv) on or prior authorising the Borrower to the accession of any Subsidiary act as its agent in accordance with this Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall also accede as an Additional Guarantor. (c) If the accession of an Additional Guarantor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Issuer must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied connection with the results of all applicable know your customer requirementsFinance Documents. (d) The relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all A specimen of the documents and evidence signature of each person authorised by the resolution referred to in paragraph (b)(iic) above in form and substance satisfactory to it. The Trustee must give this notification as soon as reasonably practicableabove. (e) Delivery If applicable, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party. (f) A certificate of the Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. (g) A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part 3 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Agreement, executed by the relevant Subsidiary and the Issuer, to the Trustee constitutes confirmation by that Subsidiary and the Issuer that the Repeating Representations are then correctDeed.