Common use of Guaranty by Subsidiaries Clause in Contracts

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty to any Person (collectively, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding under the Revolving Credit Agreement to concurrently enter into a Subsidiary Guaranty, and within five Business Days thereafter shall deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (b) an executed counterpart of an intercreditor agreement among the holders of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; and (c) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company Chateau will cause each Subsidiary of its Subsidiaries which delivers a Guaranty after the date of the Closing to any Person (collectively, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding under the Revolving Credit Agreement to concurrently enter into a Subsidiary Guaranty, and within five three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Section 7 of the Original Subsidiary Guaranties, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; (c) such documents and evidence with respect to such Subsidiary as any holder of the Notes may reasonably request in order to establish the existence and each good standing of such Person to which a Subsidiary is then delivering a Guaranty giving rise to and the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders authorization of the Notes and shall provide that the proceeds from the enforcement of all transactions contemplated by such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other PersonsGuaranty; and (cd) an opinion of counsel satisfactory to the Required Holders holders of at least 66-2/3% in principal amount of the Notes then outstanding to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, CP Limited Partnership Amended and Restated Note Purchase Agreement insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty pursuant to any Person (collectively, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding under the Revolving Bank Credit Agreement to concurrently enter into a Subsidiary Guaranty, and within five three Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; (c) a certificate of a Responsible Officer of the Notes Company certifying that at such time and each such Person to which a Subsidiary is then delivering a Guaranty after giving rise effect to the requirements execution and delivery of this Section 9.8such Subsidiary Guaranty or joinder agreement, which agreement no Default or Event of Default shall have occurred and be continuing; (d) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in form order to establish the existence and substance reasonably satisfactory to good standing of such Subsidiary and the holders authorization of the Notes and shall provide that the proceeds from the enforcement of all transactions contemplated by such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other PersonsGuaranty; and (ce) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty pursuant to any Person (collectivelythe Bank Credit Agreement or becomes an obligor, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding co-obligor, borrower or co-borrower under the Revolving Bank Credit Agreement to concurrently enter into a Subsidiary Guaranty, and within five three Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of the joinder agreement pursuant to which such Subsidiary Guaranty or joinder agreement in respect of an existing has become bound by the Subsidiary Guaranty, as appropriate; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (c) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the Notes and each such Person to which a transactions contemplated by the Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other PersonsGuaranty; and (cd) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty to any Person which becomes a Subsidiary after the Closing and which is (collectively, i) required by the "Subsidiary Guarantors") in respect of any Indebtedness terms of the Company Bank Credit Agreement to become a party to, or otherwise Guaranty, Indebtedness outstanding under the Revolving Bank Credit Agreement or (ii) is an active Domestic Subsidiary (other than a special purpose bankruptcy remote financing entity created in connection with a Permitted Accounts Receivable Financing Facility), to concurrently enter into a Subsidiary Guarantythe Guaranty Agreement, and deliver within five three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary a Guaranty or joinder agreement Supplement in respect of an existing Subsidiary Guaranty, as appropriatethe Guaranty Agreement; (b) a certificate signed by 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 Guaranty Agreement, as applicable; (c) such documents and evidence with respect to such Subsidiary as any holder of the Notes may reasonably request in order to establish the existence and good standing of such Subsidiary; and (d) an executed counterpart opinion of an intercreditor agreement among counsel addressed to each of the holders of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; and (c) an opinion of counsel satisfactory to the Required Holders Holders, to the effect that such Subsidiary the Guaranty Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty pursuant to any Person (collectively, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding under the Revolving Bank Credit Agreement to concurrently enter into a the Subsidiary Guaranty, and within five three Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing the Subsidiary Guaranty, as appropriate;Guaranty binding such Subsidiary thereto; and (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor such Subsidiary making representations and warranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and the Subsidiary Guaranty; provided that if representations in scope and form acceptable to the Required Holders are contained in the joinder agreement among the holders of the Notes and each such Person to which a such Subsidiary is a party, then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement such certificate shall not be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Personsrequired; and (c) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by the Subsidiary Guaranty as the same pertains to such Subsidiary; and (d) to the extent delivered pursuant to the Bank Credit Agreement, an opinion of counsel satisfactory to the Required Holders to the effect that such the Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company will cause each any Subsidiary which delivers a Guaranty to any Person (collectively, after the "Subsidiary Guarantors") in respect of any Indebtedness Closing guarantees the obligations of the Company outstanding under the Revolving Bank Credit Agreement (an "Additional Subsidiary Guarantor") to concurrently enter into a Subsidiary Guarantythe Guaranty Agreement, and deliver within five 15 Business Days thereafter shall deliver to each of the holders of the Notes the following items: (a) an executed counterpart agreement substantially in the form of such Subsidiary Exhibit A to the Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriateAgreement; (b) a certificate signed by 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 Additional Subsidiary Guarantor and the Guaranty Agreement, as applicable; (c) such documents and evidence with respect to such Additional Subsidiary Guarantor as any holder of the Notes may reasonably request in order to establish the existence and good standing of such Additional Subsidiary Guarantor; and Otter Tail Corporation Note Purchase Agreement (d) an executed counterpart opinion of an intercreditor agreement among counsel addressed to each of the holders of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; and (c) an opinion of counsel satisfactory to the Required Holders Holders, to the effect that such Subsidiary the Guaranty Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Additional Subsidiary Guarantor enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Guaranty by Subsidiaries. (a) The Company will cause each Subsidiary which delivers a Guaranty to any Person (collectivelypursuant to, or is a borrower under, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding under the Revolving Bank Credit Agreement to concurrently enter into or join a Subsidiary Guaranty, and within five three (3) Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (ai) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (bii) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.18 (though, in the case of Section 5.18, with respect to the obligations of such Subsidiary under such Subsidiary Guaranty and other Senior Indebtedness of such Subsidiary), but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; (iii) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all transactions contemplated by such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other PersonsGuaranty; and (civ) an opinion of counsel reasonably satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement obligation of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.; and

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty to any Person (collectively, the "Subsidiary Guarantors") in respect holder of any Indebtedness Debt for borrowed money of the Company outstanding under the Revolving Credit Agreement to concurrently enter into a Guaranty (a “Subsidiary Guaranty"), and within five three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; (c) such documents and evidence with respect to such Subsidiary as any holder of the Notes may reasonably request in order to establish the existence and each good standing of such Person to which a Subsidiary is then delivering a Guaranty giving rise to and the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders authorization of the Notes and shall provide that the proceeds from the enforcement of all transactions contemplated by such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; andGuaranty; (cd) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles; and (e) an executed counterpart of an intercreditor agreement among the holders of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise the requirements of this Section 9.8, which agreement shall provide that the proceeds from the enforcement of any such Guaranty shall be shared on an equal and ratable basis with the holders of the Notes.

Guaranty by Subsidiaries. The Company will cause each Restricted Subsidiary that is a Material Subsidiary and each other Subsidiary which delivers a Guaranty pursuant to any Person (collectively, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding under the Revolving Bank Credit Agreement to concurrently enter into a or join the Subsidiary Guaranty, and within five three Business Days thereafter shall thereafter, will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriatethereof; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among the holders of the Notes such Subsidiary making representations and each such Person to which a Subsidiary is then delivering a Guaranty giving rise warranties to the requirements effect of this Section 9.8those contained in SECTIONS 5.1, which agreement shall be in form 5.2, 5.6 and substance reasonably satisfactory 5.7, but with respect to the holders of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; andSubsidiary Guaranty; (c) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the legal existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Subsidiary Guaranty; (d) an opinion of counsel reasonably satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and similar laws or related laws, cases and legal doctrines affecting the enforcement of creditors' rights generally and by general equitable principles; and (e) an executed counterpart of an intercreditor agreement among the holders of the Notes, the 1999 Holders, the Bank Agent and each Bank Lender, which agreement shall provide that the proceeds from the enforcement of any such Guaranty shall be shared on an equal and ratable basis with and among the holders of the Notes, the 1999 Holders and the Bank Lenders.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty to the Agent or any Person (collectively, other lender which is a party to the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding Bank Credit Agreement or which is an obligor under the Revolving Bank Credit Agreement concurrently to concurrently enter into a Subsidiary Guaranty, and within five three Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in SECTIONS 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; (c) such documents and evidence with respect to such Subsidiary as any holder of the Notes may reasonably request in order to establish the existence and each good standing of such Person to which a Subsidiary is then delivering a Guaranty giving rise to and the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders authorization of the Notes and shall provide that the proceeds from the enforcement of all transactions contemplated by such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; andGuaranty; (cd) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; and (e) an executed counterpart of an intercreditor agreement or joinder agreement in respect of the Intercreditor Agreement among the holders of the Notes and each such Person to which each such Subsidiary is an obligor or is then delivering a Guaranty giving rise the requirements of this SECTION 9.8, which agreement or joinder agreement, as the case may be, shall provide that the proceeds from the enforcement of any such Guaranty shall be shared on an equal and ratable basis with the holders of the Notes.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty pursuant to any Person (collectivelythe Bank Credit Agreement or the 2003 Note Purchase Agreements or becomes an obligor, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding co-obligor, borrower or co-borrower under the Revolving Bank Credit Agreement or the 2003 Note Purchase Agreements to concurrently enter into a Subsidiary Guaranty, and within five three Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of the joinder agreement pursuant to which such Subsidiary Guaranty or joinder agreement in respect of an existing has become bound by the Subsidiary Guaranty, as appropriate; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (c) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the Notes and each such Person to which a transactions contemplated by the Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other PersonsGuaranty; and (cd) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty pursuant to any Person (collectively, the "Subsidiary Guarantors") and in respect of any Indebtedness of the Company outstanding under the Revolving Bank Credit Agreement to concurrently enter into a Subsidiary Guaranty, and within five ten Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; (c) a certificate of a Responsible Officer of the Notes Company certifying that at such time and each such Person to which a Subsidiary is then delivering a Guaranty after giving rise effect to the requirements execution and delivery of this Section 9.8such Subsidiary Guaranty or joinder agreement, which agreement no Default or Event of Default shall have occurred and be continuing; (d) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in form order to establish the existence and substance reasonably satisfactory to good standing of such Subsidiary and the holders authorization of the Notes and shall provide that the proceeds from the enforcement of all transactions contemplated by such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other PersonsGuaranty; and (ce) an opinion of counsel (which may be internal counsel to the Company) reasonably satisfactory to the Required Holders to the effect that such the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that such Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.

Guaranty by Subsidiaries. (a) The Company will cause each Subsidiary which Guarantor existing as of the date of the Closing to execute and deliver to each holder of Notes, at the Closing, the Subsidiary Guaranty. (b) The Company will cause each other Subsidiary that executes and delivers a Guaranty supporting Bank Debt to any Person (collectively, execute and deliver to each holder of Notes a supplement to the "Subsidiary Guarantors") Guaranty in respect the form of any Indebtedness of the Company outstanding under the Revolving Credit Agreement Exhibit A to concurrently enter into a Subsidiary GuarantyExhibit 9.8, and within five three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (ai) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing supplement to the Subsidiary Guaranty, ; (ii) such documents and evidence with respect to such Subsidiary as appropriate; (b) an executed counterpart of an intercreditor agreement among the holders any holder of the Notes may reasonably have requested in order to establish the existence and each good standing of such Person to which a Subsidiary is then delivering a Guaranty giving rise to and the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders authorization of the Notes transactions contemplated by the Subsidiary Guaranty; and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; and (ciii) an opinion of counsel satisfactory to the Required Holders to the effect that such the supplement to the Subsidiary Guaranty has been duly authorized, executed and delivered and the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. .c2.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers becomes obligated, directly or indirectly (including as a Guaranty to any Person (collectively"Co-Borrower," "Obligor" or "Subsidiary Guarantor") under the Credit Agreement, the "Subsidiary Guarantors") in respect of any Indebtedness of 2002 Note Purchase Agreement or the Company outstanding under the Revolving Credit Agreement 2003 Note Purchase Agreement, to concurrently enter into a Subsidiary GuarantyGuaranty Agreement for the benefit of the holders of the Notes, substantially in the form of the Guaranty Agreement as in effect on the Restatement Date, and within five three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriateAgreement; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in paragraphs 8A(1) and 8B, but with respect to such Subsidiary and such Guaranty Agreement, as applicable; (c) such documents and evidence with respect to such Subsidiary as any holder of the Notes may reasonably request in order to establish the existence and each good standing of such Person to which a Subsidiary is then delivering a and the authorization of the transactions contemplated by such Guaranty giving rise Agreement; (d) any amendment or modification to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory Intercreditor Agreement requested by the Required Holders relating to the holders inclusion of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Personsnew Guaranty Agreement thereunder; and (ce) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company Obligors will cause each Subsidiary of their respective Subsidiaries which delivers a Guaranty at any time and from time to time either (a) owns any Person Eligible Unencumbered Property or (collectivelyb) becomes, the "Subsidiary Guarantors") directly or indirectly, an obligor, borrower or guarantor in respect of any Indebtedness of the Company outstanding under the Revolving Credit Agreement to concurrently with the date of acquisition of such Unencumbered Asset or the date on which such Subsidiary becomes an obligor, borrower or guarantor in respect of Indebtedness, as the case may be, enter into a Subsidiary Guaranty, and within five Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (ai) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (bii) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; (iii) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all transactions contemplated by such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other PersonsGuaranty; and (civ) an opinion of counsel (which may be in-house counsel to the Company) satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company will cause each Restricted Subsidiary which delivers a Guaranty to the Agent or any Person (collectively, other lender which is a party to the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding under the Revolving Credit Agreement concurrently to concurrently enter into a Subsidiary Guaranty, and within five three Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; (c) such documents and evidence with respect to such Subsidiary as any holder of the Notes may reasonably request in order to establish the existence and each good standing of such Person to which a Subsidiary is then delivering a Guaranty giving rise to and the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders authorization of the Notes and shall provide that the proceeds from the enforcement of all transactions contemplated by such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; andGuaranty; (cd) an opinion of counsel satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles; and (e) an executed counterpart of an intercreditor agreement or joinder agreement in respect of the Intercreditor Agreement, as necessary, among the holders of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise the requirements of this Section 9.9, which agreement or joinder agreement, as the case may be, shall provide that the proceeds from the enforcement of any such Guaranty shall be shared on an equal and ratable basis with the holders of the Notes.”

Guaranty by Subsidiaries. The Company will cause each any Subsidiary which delivers a Guaranty to any Person (collectively, after the "Subsidiary Guarantors") in respect of any Indebtedness Closing Date guarantees the obligations of the Company outstanding under the Revolving 2001 Note Purchase Agreement or the Credit Agreement (an “Additional Subsidiary Guarantor”) to concurrently enter into a Subsidiary Guarantythe Guaranty Agreement, and deliver within five 15 Business Days thereafter shall deliver to each of the holders of the Notes Noteholder the following items: (a) an executed counterpart agreement substantially in the form of such Subsidiary Exhibit A to the Guaranty or joinder agreement in respect of an existing Subsidiary Guaranty, as appropriateAgreement; (b) an executed counterpart of an intercreditor agreement among a certificate signed by the holders President, a Vice President or another authorized Responsible Officer of the Notes Company making representations and each such Person to which a Subsidiary is then delivering a Guaranty giving rise warranties to the requirements effect of this Section 9.8those contained in Sections 5.4, which agreement shall be 5.6 and 5.7, with respect to such Additional Subsidiary Guarantor and the Guaranty Agreement, as applicable; (c) such documents and evidence with respect to such Additional Subsidiary Guarantor as any Noteholder may reasonably request in form order to establish the existence and substance reasonably satisfactory to the holders good standing of the Notes and shall provide that the proceeds from the enforcement of all such Additional Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other PersonsGuarantor; and (cd) an opinion of counsel addressed to the Noteholder satisfactory to the Required Holders Noteholder, to the effect that such Subsidiary the Guaranty Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Additional Subsidiary Guarantor enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principles.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty is an obligor or guarantor of Indebtedness outstanding pursuant to any Person (collectively, the "Subsidiary Guarantors") in respect of any Indebtedness of the Company outstanding under the Revolving Bank Credit Agreement to concurrently enter into a the Subsidiary Guaranty, and within five three Business Days thereafter shall will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such the Subsidiary Guaranty or joinder agreement in respect of an existing the Subsidiary Guaranty, as appropriate; (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and the Subsidiary Guaranty; (c) such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the Notes and each such Person to which a transactions contemplated by the Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders of the Notes and shall provide that the proceeds from the enforcement of all such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other PersonsGuaranty; and (cd) an opinion of counsel satisfactory to the Required Holders to the effect that such the Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general equitable principlesprinciples and will rank at all times at least pari passu in right of payment with all other unsecured and unsubordinated Indebtedness of such Subsidiary.

Guaranty by Subsidiaries. The Company will cause each Subsidiary which delivers a Guaranty to any Person (collectively, the "Subsidiary Guarantors") in with respect of any to Indebtedness of the Company outstanding under of the Revolving Credit Agreement types described in clauses (a) through (e) of the definition thereof to concurrently enter into a Subsidiary Guaranty, and within five three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Subsidiary Guaranty or joinder agreement substantially in respect the form of an existing Subsidiary Guaranty, as appropriateExhibit 9.8(a); (b) an executed counterpart a certificate signed by the President, a Vice President or another authorized Responsible Officer of an intercreditor agreement among such Subsidiary making representations and warranties to the holders effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Subsidiary and such Subsidiary Guaranty, as applicable; (c) such documents and evidence with respect to such Subsidiary as any holder of the Notes may reasonably request in order to establish the existence and each good standing of such Person to which a Subsidiary is then delivering a Guaranty giving rise to and the requirements of this Section 9.8, which agreement shall be in form and substance reasonably satisfactory to the holders authorization of the Notes and shall provide that the proceeds from the enforcement of all transactions contemplated by such Subsidiary Guaranties shall be shared on an equal and ratable basis among the holders of the Notes and such other Persons; andGuaranty; (cd) an opinion of counsel reasonably satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.; and (e) an executed counterpart of an intercreditor agreement substantially in the form of Exhibit 9.8(e) among the holders of the Notes and each such Person to which a Subsidiary is then delivering a Guaranty giving rise to the requirements of this Section 9.8, which agreement shall provide that the proceeds from the enforcement of any such Guaranty shall be shared on an equal and ratable basis with the holders of the Notes. Notwithstanding the foregoing, it is understood and agreed that the delivery of a Subsidiary Guaranty shall not be required under this Section 9.8 as a result of