Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which that is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement Agreement) is to become a party to, or otherwise guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of the holders holder of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following itemsNotes: (a) a joinder agreement in respect copy of an executed Joinder to the Subsidiary Guaranty; (b) a certificate signed by an authorized a Responsible Officer of the Company making or of such Subsidiary confirming the accuracy of the representations and warranties in paragraphs (a) through (g) of the Joinder to the effect of those contained in Sections 5.4, 5.6 and 5.7Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary GuarantyGuaranty as it relates to such Subsidiary, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, Holders addressed to each holder of the Notes to the effect that the Subsidiary Guaranty by of such Person Subsidiary has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person Subsidiary enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. (a) The Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into the a Subsidiary Guaranty Agreement which shall be in a form reasonably acceptable to the Required Holders (a “Subsidiary Guaranty”) and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (ai) a joinder agreement in respect of the Subsidiary Guaranty; (bii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (ciii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause (i) each Material Subsidiary and (ii) any other Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement (other than, in each case, any Foreign Subsidiary that is a borrower, or a guarantor of Debt of any other Foreign Subsidiary, under the Bank Credit Agreement), to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes the following items (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items:): (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which is required by the terms of the any Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the such Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to the such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7the Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any each Domestic Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Debt outstanding under such Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an the President, a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered by such Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person Subsidiary Guarantor enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company Obligors will cause any Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company Obligors making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Companyan Obligor) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause Parent hereby covenants and agrees that, if any U.S. Subsidiary which is required by not a Subsidiary Guarantor (i) guarantees the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of Parent’s obligations under the Bank Credit Agreement, to (ii) directly or indirectly becomes an obligor under the Bank Credit Agreement or (iii) directly or indirectly guarantees any Indebtedness or other obligations of the Parent, it will cause such U.S. Subsidiary to, concurrently therewith, (a) enter into a joinder agreement substantially in the form of Annex I to the Subsidiary Guaranty and Guarantee Agreement or otherwise deliver another Subsidiary Guarantee Agreement reasonably acceptable to the Required Holders, in each case, for the benefit of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; Notes, (b) deliver a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an favorable legal opinion of nationally recognized independent counsel, or other independent counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, as to the effect that the Subsidiary Guaranty by such Person has been duly authorizedgood standing, executed due authorization, execution, delivery, validity and delivered enforceability thereof, and that the Subsidiary Guaranty constitutes Guarantee Agreement does not violate or conflict with any law, agreement or governing document relating to such Subsidiary and such other opinions as are reasonably requested by the legal, valid Required Holders and binding contract their counsel and agreement of such Person enforceable (c) deliver appropriate limited liability company or corporate resolutions and other limited liability company or corporate documentation in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance form and similar laws affecting substance reasonably satisfactory to the enforcement of creditors’ rights generally Required Holders and by general equitable principlestheir counsel.

Additional Subsidiary Guarantors. The Company covenants and agrees that it will cause any Subsidiary Person which is required by becomes obligated to Guarantee the Notes, pursuant to the terms of the Bank Credit Agreement to become a party tothis Indenture, or otherwise guaranteeincluding, Indebtedness in respect of the Bank Credit Agreementwithout limitation, Section 4.15 and Section 12.04 hereof, to enter into the Subsidiary Guaranty promptly execute and deliver to each the Indenture Trustee a supplemental indenture substantially in the form of the holders of the Notes (concurrently with the incurrence of any such obligation Exhibit I hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Article 12 and shall Guarantee the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, Obligations with respect to the Notes. Concurrently with the execution and delivery of such Subsidiary and supplemental indenture, the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory Company shall deliver to the Required Holders, Indenture Trustee an Opinion of Counsel and an Officers' Certificate to the effect that the Subsidiary Guaranty by such Person supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guaranty constitutes the Guarantee of such Subsidiary Guarantor is a legal, valid and binding contract and agreement obligation of such Person Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. (a) The Company will cause any Subsidiary which that is organized under the laws of any state or other jurisdiction of the United States and that (whether or not required by the terms of the Bank Credit Agreement Agreement) is to become a party toguarantee, or otherwise guarantee, become obligated with respect to Indebtedness in respect of the Bank Credit Agreement or the 2007 Note Purchase Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as a part thereof to deliver to each of the holders holder of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following itemsNotes: (ai) a joinder agreement in respect copy of an executed Joinder to the Subsidiary Guaranty; (bii) a certificate signed by an authorized a Responsible Officer of the Company making or of such Subsidiary confirming the accuracy of the representations and warranties in paragraphs (a) through (g) of the Joinder to the effect of those contained in Sections 5.4, 5.6 and 5.7Subsidiary Guaranty, with respect to such Subsidiary and the Subsidiary GuarantyGuaranty as it relates to such Subsidiary, as applicable; and (ciii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, Holders addressed to each holder of the Notes to the effect ▇▇▇▇▇▇▇▇▇ Company, Inc. Note Purchase Agreement that the Subsidiary Guaranty by of such Person Subsidiary has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person Subsidiary enforceable against such Subsidiary in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. (a) The Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (ai) a joinder agreement in respect of the Subsidiary Guaranty; (bii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (ciii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. (a) The Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items:: STEPAN COMPANY NOTE PURCHASE AGREEMENT (ai) a joinder agreement in respect of the Subsidiary Guaranty; (bii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (ciii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with such Subsidiary becoming a party to the incurrence Bank Credit Agreement or the execution and delivery of any such obligation guarantee pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles., provided that such opinion may be limited to the laws of the State of North Carolina. Old Dominion Freight Line, Inc. Note Purchase Agreement

Additional Subsidiary Guarantors. The Company will cause (i) each Material Subsidiary and (ii) any other Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement (other than, in each case, any Foreign Subsidiary that is a borrower, or a guarantor of Debt of any other Foreign Subsidiary, under the Bank Credit Agreement), to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement (which requirement has not been waived by the lenders thereunder) to become a party to, or otherwise guarantee, Indebtedness Debt in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. The Company will cause hereby covenants and agrees that, if any Subsidiary which is required by not a Subsidiary Guarantor (i) guarantees the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of Company’s obligations under the Bank Credit Agreement, to (ii) directly or indirectly becomes an obligor under the Bank Credit Agreement or (iii) directly or indirectly guarantees any Indebtedness or other obligations of the Company, it will cause such Subsidiary to, concurrently therewith, (a) enter into a joinder agreement substantially in the form of Annex I to the Subsidiary Guaranty and Guarantee Agreement or otherwise deliver another Subsidiary Guarantee Agreement reasonable acceptable to the Required Holders, in each case, for the benefit of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; Notes, (b) deliver a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an favorable legal opinion of nationally recognized independent counsel, or other independent counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, as to the effect that the Subsidiary Guaranty by such Person has been duly authorizedgood standing, executed due authorization, execution, delivery, validity and delivered enforceability thereof, and that the Subsidiary Guaranty constitutes Guarantee Agreement does not violate or conflict with any law, agreement or governing document relating to such Subsidiary and such other opinions as are reasonably requested by the legal, valid Required Holders and binding contract their counsel and agreement of such Person enforceable (c) deliver appropriate limited liability company or corporate resolutions and other limited liability company or corporate documentation in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance form and similar laws affecting substance reasonably satisfactory to the enforcement of creditors’ rights generally Required Holders and by general equitable principlestheir counsel.

Additional Subsidiary Guarantors. The Company will cause hereby covenants and agrees that, if any Subsidiary which is required by not a Subsidiary Guarantor (i) guarantees the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of Company's obligations under the Bank Credit Agreement, to (ii) directly or indirectly becomes an obligor under the Bank Credit Agreement or (iii) directly or indirectly guarantees any Indebtedness or other obligations of the Company, it will cause such Subsidiary to, concurrently therewith, (a) enter into a joinder agreement substantially in the form of Annex I to the Subsidiary Guaranty and Guarantee Agreement or otherwise deliver another Subsidiary Guarantee Agreement reasonably TALX Corporation Note Purchase Agreement acceptable to the Required Holders, in each case, for the benefit of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; Notes, (b) deliver a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an favorable legal opinion of nationally recognized independent counsel, or other independent counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders, as to the effect that the Subsidiary Guaranty by such Person has been duly authorizedgood standing, executed due authorization, execution, delivery, validity and delivered enforceability thereof, and that the Subsidiary Guaranty constitutes Guarantee Agreement does not violate or conflict with any law, agreement or governing document relating to such Subsidiary and such other opinions as are reasonably requested by the legal, valid Required Holders and binding contract their counsel and agreement of such Person enforceable (c) deliver appropriate limited liability company or corporate resolutions and other limited liability company or corporate documentation in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance form and similar laws affecting substance reasonably satisfactory to the enforcement of creditors’ rights generally Required Holders and by general equitable principlestheir counsel.