Common use of Subsidiary Guaranty Agreement Clause in Contracts

Subsidiary Guaranty Agreement. The Company shall cause each of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to each holder of Notes the Subsidiary Guaranty Agreement as required under Section 4.10. The Company shall cause each Subsidiary (other than Excluded Subsidiaries and Excluded Foreign Subsidiaries) first formed or acquired after the date hereof to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Also, if any Subsidiary that had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, the Company shall within 30 days thereafter cause such Subsidiary to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Each compliance certificate provided by Company under Section 7.2(a) shall list the then-current Excluded Subsidiaries and Excluded Foreign Subsidiaries. Notwithstanding anything else in this Section, the Company shall cause any Subsidiary that at any time is a guarantor of any of the obligations of the Company under the Bank Credit Facility also to be a guarantor under the Subsidiary Guaranty Agreement. If at any time the following conditions are satisfied with respect to a Subsidiary Guarantor, the Required Holders will, promptly following delivery to the holders of the Notes of a written request by the Company therefor, execute a written discharge and release of such Subsidiary Guarantor from the Subsidiary Guaranty Agreement, which discharge and release shall be fully effective and binding, and shall be binding on all holders of the Notes, if executed and delivered by the Required Holders (provided that the Required Holders shall be deemed to have executed and delivered such discharge and release if the Required Holders do not object to the Company’s request for such discharge and release within ten Business Days after delivery to the holders of the Notes of such request): (A) such Subsidiary Guarantor has been discharged and released as a guarantor and obligor under and in respect of the Bank Credit Facility, and the Company so certifies to the holders of the Notes in a Officer’s Certificate that accompanies such request for release and discharge, (B) such request for discharge and release is accompanied by a written agreement executed by the Subsidiary Guarantor to be released pursuant to which such Subsidiary Guarantor shall agree that if, for any reason whatsoever, it thereafter becomes a guarantor or obligor under and in respect of any Bank Credit Facility, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed joinder of such Subsidiary Guarantor to the Subsidiary Guaranty Agreement, and (C) at the time of such discharge and release by the holders of the Notes, and immediately after giving effect thereto, no Default or Event of Default exists or would exist and such Officer’s Certificate contains a certification to such effect.

Subsidiary Guaranty Agreement. The Company shall cause each SUPPLEMENT NO. , dated as of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to each holder of Notes the Subsidiary Guaranty Agreement as required under Section 4.10. The Company shall cause each Subsidiary (other than Excluded Subsidiaries and Excluded Foreign Subsidiaries) first formed or acquired after the date hereof to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Also, if any Subsidiary that had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, the Company shall within 30 days thereafter cause such Subsidiary to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Each compliance certificate provided by Company under Section 7.2(a) shall list the then-current Excluded Subsidiaries and Excluded Foreign Subsidiaries. Notwithstanding anything else in this Section, the Company shall cause any Subsidiary that at any time is a guarantor of any of the obligations of the Company under the Bank Credit Facility also to be a guarantor under the Subsidiary Guaranty Agreement. If at any time the following conditions are satisfied with respect to a Subsidiary Guarantor, the Required Holders will, promptly following delivery to the holders of the Notes of a written request by the Company therefor, execute a written discharge and release of such Subsidiary Guarantor from the Subsidiary Guaranty Agreement, which discharge and release shall be fully effective and binding, and shall be binding on all holders of the Notes, if executed and delivered by the Required Holders (provided that the Required Holders shall be deemed to have executed and delivered such discharge and release if the Required Holders do not object to the Company’s request for such discharge and release within ten Business Days after delivery to the holders of the Notes of such request): (A) such Subsidiary Guarantor has been discharged and released as a guarantor and obligor under and in respect of the Bank Credit Facility, and the Company so certifies to the holders of the Notes in a Officer’s Certificate that accompanies such request for release and discharge, (B) such request for discharge and release is accompanied by a written agreement executed by the Subsidiary Guarantor to be released pursuant to which such Subsidiary Guarantor shall agree that if, for any reason whatsoever, it thereafter becomes a guarantor or obligor under and in respect of any Bank Credit Facility, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed joinder of such Subsidiary Guarantor to the Subsidiary Guaranty Agreement, dated as of January 19, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among PRG-XXXXXXX INTERNATIONAL, INC., a Georgia corporation (“PRGX”), and PRG-XXXXXXX USA, INC., a Georgia corporation (C) at collectively, the time of such discharge and release by the holders “Borrowers”), each of the NotesSubsidiaries of PRGX listed on Schedule I thereto (each such Subsidiary individually, a “Guarantor” and immediately after giving effect theretocollectively, no Default the “Guarantors”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the Guaranty Parties. Reference is made to the Revolving Credit and Term Loan Agreement, dated as of January 19, 2010 (as amended, restated, supplemented or Event of Default exists or would exist otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent and issuing bank (in such Officer’s Certificate contains a certification capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such effect.terms in the Guaranty Agreement (or, if not defined therein, then as defined in and the Credit Agreement). The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.11 of the Credit Agreement, certain Subsidiaries that were not Guarantors as of the Closing Date (each hereinafter referred to as an “Additional Subsidiary”) are required pursuant to the Credit Agreement to become a Guarantor. Section 21 of the Guaranty Agreement provides that an Additional Subsidiary of PRGX may become a Guarantor under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Additional Subsidiary of PRGX (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows:

Subsidiary Guaranty Agreement. The Company shall cause each SUPPLEMENT NO. (this “Supplement”), dated as of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to each holder of Notes the Subsidiary Guaranty Agreement as required under Section 4.10. The Company shall cause each Subsidiary (other than Excluded Subsidiaries and Excluded Foreign Subsidiaries) first formed or acquired after the date hereof to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Also, if any Subsidiary that had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, the Company shall within 30 days thereafter cause such Subsidiary to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Each compliance certificate provided by Company under Section 7.2(a) shall list the then-current Excluded Subsidiaries and Excluded Foreign Subsidiaries. Notwithstanding anything else in this Section, the Company shall cause any Subsidiary that at any time is a guarantor of any of the obligations of the Company under the Bank Credit Facility also to be a guarantor under the Subsidiary Guaranty Agreement. If at any time the following conditions are satisfied with respect to a Subsidiary Guarantor, the Required Holders will, promptly following delivery to the holders of the Notes of a written request by the Company therefor, execute a written discharge and release of such Subsidiary Guarantor from the Subsidiary Guaranty Agreement, which discharge and release shall be fully effective and binding, and shall be binding on all holders of the Notes, if executed and delivered by the Required Holders (provided that the Required Holders shall be deemed to have executed and delivered such discharge and release if the Required Holders do not object to the Company’s request for such discharge and release within ten Business Days after delivery to the holders of the Notes of such request): (A) such Subsidiary Guarantor has been discharged and released as a guarantor and obligor under and in respect of the Bank Credit Facility, and the Company so certifies to the holders of the Notes in a Officer’s Certificate that accompanies such request for release and discharge, (B) such request for discharge and release is accompanied by a written agreement executed by the Subsidiary Guarantor to be released pursuant to which such Subsidiary Guarantor shall agree that if, for any reason whatsoever, it thereafter becomes a guarantor or obligor under and in respect of any Bank Credit Facility, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed joinder of such Subsidiary Guarantor to the Subsidiary Guaranty Agreement, and dated as of February 24, 2012 (C) at the time of such discharge and release by the holders “Guaranty Agreement”), among EXACTECH, INC., a Florida corporation (“Borrower”), each of the Notessubsidiaries of Borrower listed on Schedule I thereto (each such Subsidiary individually, a “Guarantor” and immediately after giving effect theretocollectively, no Default the “Guarantors”) and SUNTRUST BANK, as administrative agent (“Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Revolving Credit and Term Loan Agreement , dated as of February 24, 2012 (as amended, restated, supplemented or Event of Default exists or would exist otherwise modified from time to time, the “Credit Agreement”), among Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent, issuing bank (in such Officer’s Certificate contains a certification capacity, the “Issuing Bank”) and Swingline Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such effect.terms in the Guaranty Agreement (or, if not defined therein, then as defined in the Credit Agreement). The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.11 of the Credit Agreement, each Subsidiary (excluding any Foreign Subsidiary other than those Foreign Subsidiaries with respect to which Borrower has made a Foreign Loan Party Election in accordance with the Credit Agreement) that was not in existence or not a Guarantor on the date of the Credit Agreement is required to enter into the Guaranty Agreement as a Guarantor upon becoming a Subsidiary (excluding any Foreign Subsidiary other than those Foreign Subsidiaries with respect to which Borrower has made a Foreign Loan Party Election in accordance with the Credit Agreement). Section 21 of the Guaranty Agreement provides that additional Subsidiaries (excluding any Foreign Subsidiary other than those Foreign Subsidiaries with respect to which Borrower has made a Foreign Loan Party Election in accordance with the Credit Agreement) of Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Subsidiary of Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, Administrative Agent and the New Guarantor agree as follows:

Subsidiary Guaranty Agreement. The Company shall cause each SUPPLEMENT NO. , dated as of its Subsidiaries other than Excluded Subsidiaries , to the Amended and Excluded Foreign Subsidiaries to execute and deliver to each holder of Notes the Subsidiary Guaranty Agreement as required under Section 4.10. The Company shall cause each Subsidiary (other than Excluded Subsidiaries and Excluded Foreign Subsidiaries) first formed or acquired after the date hereof to execute and deliver to each holder of Notes a joinder in the Restated Subsidiary Guaranty Agreement, together with supporting organizational dated as of December 21, 2006 (the “Guaranty Agreement”), among NEWMARKET CORPORATION, a Virginia corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule I thereto (each such subsidiary individually, a “Guarantor” and authority documents collectively, the “Guarantors”) and opinions similar SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to those provided with respect below). Reference is made to the Company Second Amended and Restated Revolving Credit Agreement, dated as of December 21, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent and issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the initial Subsidiary GuarantorsCredit Agreement. AlsoThe Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.12 of the Credit Agreement, if any each Subsidiary that had was not in existence or not a Guarantor on the date of the Credit Agreement is required to enter into the Guaranty Agreement as a Guarantor upon becoming a Subsidiary. Section 21 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiarymade and Letters of Credit previously issued. Accordingly, the Company shall within 30 days thereafter cause such Subsidiary to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents similar to those provided with respect to the Company Administrative Agent and the initial Subsidiary Guarantors. Each compliance certificate provided by Company under Section 7.2(a) shall list the then-current Excluded Subsidiaries and Excluded Foreign Subsidiaries. Notwithstanding anything else in this Section, the Company shall cause any Subsidiary that at any time is a guarantor of any of the obligations of the Company under the Bank Credit Facility also to be a guarantor under the Subsidiary Guaranty Agreement. If at any time the following conditions are satisfied with respect to a Subsidiary Guarantor, the Required Holders will, promptly following delivery to the holders of the Notes of a written request by the Company therefor, execute a written discharge and release of such Subsidiary New Guarantor from the Subsidiary Guaranty Agreement, which discharge and release shall be fully effective and binding, and shall be binding on all holders of the Notes, if executed and delivered by the Required Holders (provided that the Required Holders shall be deemed to have executed and delivered such discharge and release if the Required Holders do not object to the Company’s request for such discharge and release within ten Business Days after delivery to the holders of the Notes of such request): (A) such Subsidiary Guarantor has been discharged and released agree as a guarantor and obligor under and in respect of the Bank Credit Facility, and the Company so certifies to the holders of the Notes in a Officer’s Certificate that accompanies such request for release and discharge, (B) such request for discharge and release is accompanied by a written agreement executed by the Subsidiary Guarantor to be released pursuant to which such Subsidiary Guarantor shall agree that if, for any reason whatsoever, it thereafter becomes a guarantor or obligor under and in respect of any Bank Credit Facility, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed joinder of such Subsidiary Guarantor to the Subsidiary Guaranty Agreement, and (C) at the time of such discharge and release by the holders of the Notes, and immediately after giving effect thereto, no Default or Event of Default exists or would exist and such Officer’s Certificate contains a certification to such effect.follows:

Subsidiary Guaranty Agreement. The Company shall cause each SUPPLEMENT NO. ___ dated as of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to each holder of Notes the Subsidiary Guaranty Agreement as required under Section 4.10. The Company shall cause each Subsidiary (other than Excluded Subsidiaries and Excluded Foreign Subsidiaries) first formed or acquired after the date hereof to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement_____________, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Also, if any Subsidiary that had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, the Company shall within 30 days thereafter cause such Subsidiary to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Each compliance certificate provided by Company under Section 7.2(a) shall list the then-current Excluded Subsidiaries and Excluded Foreign Subsidiaries. Notwithstanding anything else in this Section, the Company shall cause any Subsidiary that at any time is a guarantor of any of the obligations of the Company under the Bank Credit Facility also to be a guarantor under the Subsidiary Guaranty Agreement. If at any time the following conditions are satisfied with respect to a Subsidiary Guarantor, the Required Holders will, promptly following delivery to the holders of the Notes of a written request by the Company therefor, execute a written discharge and release of such Subsidiary Guarantor from the Subsidiary Guaranty Agreement, which discharge and release shall be fully effective and binding, and shall be binding on all holders of the Notes, if executed and delivered by the Required Holders (provided that the Required Holders shall be deemed to have executed and delivered such discharge and release if the Required Holders do not object to the Company’s request for such discharge and release within ten Business Days after delivery to the holders of the Notes of such request): (A) such Subsidiary Guarantor has been discharged and released as a guarantor and obligor under and in respect of the Bank Credit Facility, and the Company so certifies to the holders of the Notes in a Officer’s Certificate that accompanies such request for release and discharge, (B) such request for discharge and release is accompanied by a written agreement executed by the Subsidiary Guarantor to be released pursuant to which such Subsidiary Guarantor shall agree that if, for any reason whatsoever, it thereafter becomes a guarantor or obligor under and in respect of any Bank Credit Facility, then such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed joinder of such Subsidiary Guarantor to the Subsidiary Guaranty Agreement, and dated as of ____ __, ____ (C) at the time of such discharge and release by “Guaranty Agreement”), among HEICO CORPORATION, a Florida corporation (the holders “Borrower”), each of the Notessubsidiaries of the Borrower listed on Schedule I thereto (each such subsidiary individually, a “Guarantor” and immediately after giving effect theretocollectively, no Default the “Guarantors”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). Reference is made to the Revolving Credit Agreement, dated as of December 14, 2011 (as amended, restated, supplemented or Event of Default exists or would exist otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent and issuing bank (in such Officer’s Certificate contains a certification capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such effect.terms in the Guaranty Agreement and the Credit Agreement. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.13 of the Credit Agreement, each Subsidiary that was not in existence or not a Guarantor on the date of the Credit Agreement is required to enter into the Guaranty Agreement as a Guarantor upon becoming a Subsidiary. Section 21 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows:

Subsidiary Guaranty Agreement. The Company will not permit any Restricted Subsidiary which is not a Subsidiary Guarantor to be or become obligated under and pursuant to any Guaranty of Debt of the Company under and pursuant to a Qualified Debt Agreement, unless, concurrently with, or prior to, becoming liable with respect to such Guaranty (each, a “Qualified Subsidiary Guaranty”), such Restricted Subsidiary (a “New Guarantor”) shall cause each of its Subsidiaries other than Excluded Subsidiaries have (a) executed and Excluded Foreign Subsidiaries delivered a Subsidiary Guaranty Supplement to execute and deliver to each holder of Notes the Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the “Consent and Agreement”) to the Intercreditor Agreement as required under Section 4.10. The Company shall cause each Subsidiary provided therein, (other than Excluded Subsidiaries and Excluded Foreign Subsidiariesb) first formed or acquired after the date hereof to execute and deliver provided to each holder of the holders of Notes a joinder copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement, together ) and Consent and Agreement and a legal opinion with supporting organizational and authority documents and opinions similar to those provided respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) with respect to the Company such New Guarantor and the initial Subsidiary Guarantors. Also, if any Subsidiary that had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be an Excluded Subsidiary or an Excluded Foreign Subsidiary, the Company shall within 30 days thereafter cause such Subsidiary to execute and deliver to each holder of Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational (c) delivered such documents and authority documents similar to those provided evidence with respect to such Subsidiary as the Company Required Holders may reasonably request in order to establish the existence of such Subsidiary and the initial Subsidiary Guarantors. Each compliance certificate provided by Company under Section 7.2(a) shall list the then-current Excluded Subsidiaries and Excluded Foreign Subsidiaries. Notwithstanding anything else in this Section, the Company shall cause any Subsidiary that at any time is a guarantor of any authorization of the obligations of the Company under the Bank Credit Facility also to be a guarantor under transactions contemplated by the Subsidiary Guaranty Agreement. If at any time the following conditions are satisfied with respect to a Subsidiary Guarantor, the Required Holders will, promptly following delivery to the holders of the Notes of a written request by the Company therefor, execute a written discharge and release of such Subsidiary Guarantor from the Subsidiary Guaranty Agreement, which discharge and release shall be fully effective and binding, and shall be binding on all holders of the Notes, if executed and delivered by the Required Holders (provided that the Required Holders shall be deemed to have executed and delivered such discharge and release if the Required Holders do not object to the Company’s request for such discharge and release within ten Business Days after delivery to the holders of the Notes of such request): (A) such Subsidiary Guarantor has been discharged and released as a guarantor and obligor under and in respect of the Bank Credit Facility, and the Company so certifies to the holders of the Notes in a Officer’s Certificate that accompanies such request for release and discharge, (B) such request for discharge and release is accompanied by a written agreement executed by the Subsidiary Guarantor to be released pursuant Supplement to which such Subsidiary is a party, and (d) demonstrated to the satisfaction of the Required Holders that such New Guarantor is Solvent. All Qualified Subsidiary Guaranties will be in form and substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes as are necessary to properly reflect the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty shall agree that ifhave become parties to the Intercreditor Agreement in the manner provided for therein, for including, without limitation, by execution of an Instrument of Accession thereto. The Company will not permit any reason whatsoever, it thereafter becomes a guarantor Subsidiary Guarantor to make any payments on or obligor under and in respect of any Bank Credit Facility, then Debt of the Company guaranteed by such Subsidiary Guarantor shall contemporaneously provide written notice thereof to the holders except following and as a consequence of the Notes accompanied by an executed joinder occurrence of a default under the Qualified Debt Agreement to which such Subsidiary Guarantor to the Qualified Subsidiary Guaranty Agreement, relates and (C) at the time of a demand being made under such discharge and release by the holders of the Notes, and immediately after giving effect thereto, no Default or Event of Default exists or would exist and such Officer’s Certificate contains a certification to such effectQualified Subsidiary Guaranty.