Common use of Additional Subsidiary Guaranties Clause in Contracts

Additional Subsidiary Guaranties. (i) Not later than the applicable Required Delivery Date, the Borrower shall cause (A) prior to the Investment Grade Release, each Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset and (B) on and after the Investment Grade Release, each Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset and that is also a borrower or guarantor or otherwise obligated in respect of, any Recourse Indebtedness, to deliver to the Administrative Agent: (1) a Subsidiary Guaranty executed by such Subsidiary and (2) the other items required to be delivered under the following subsection (a)(ii) below; provided, however, that in respect of any Subsidiary which is required to become a Guarantor after the Effective Date pursuant to this subsection (a)(i), to the extent such Subsidiary has not become a Guarantor as of the applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its discretion), the Unencumbered Asset owned by such Subsidiary shall not be included in any calculation of Unencumbered Asset Value unless and until such Subsidiary executes and delivers to the Administrative Agent a Subsidiary Guaranty and the other items required to be delivered under the following subsection (a)(ii) below. Any such Subsidiary Guaranty delivered pursuant to this subsection (a)(i) and the other items required under the immediately following subsection (a)(ii) shall, unless otherwise approved by the Administrative Agent, be delivered to the Administrative Agent not later than the date on which the Compliance Certificate with respect to the fiscal quarter (or fiscal year in the case of the fourth fiscal quarter) during which, in either such case, any of the above conditions first apply to a Subsidiary (the “Required Delivery Date”). (ii) Each Subsidiary Guaranty delivered by a Subsidiary required to become a Guarantor under the preceding subsection (a)(i) above shall be accompanied by the items that would have been delivered under Section 4.01(c)(i) through (iv), and Section 4.01(e) as if such Subsidiary had been a Guarantor on the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent and such other documents, agreement and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require in order to comply with its “know your customer” and other regulatory obligations.

Additional Subsidiary Guaranties. (i) Not later than the applicable Required Delivery Date, the Borrower shall cause (A) prior to the Investment Grade Release, each Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset and (B) on and after the Investment Grade Release, each Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset and that is also a borrower or guarantor or otherwise obligated in respect of, any Recourse Indebtedness, to deliver to the Administrative Agent: (1) a Subsidiary Guaranty executed by such Subsidiary and (2) the other items required to be delivered under the following subsection (a)(ii) below; provided, however, that in respect of any Subsidiary which is required to become a Guarantor after the Effective Date pursuant to this subsection (a)(i), to the extent such Subsidiary has not become a Guarantor as of the applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its discretion), the Unencumbered Asset owned by such Subsidiary shall not be included in any calculation of Unencumbered Asset Value unless and until such Subsidiary executes and delivers to the Administrative Agent a Subsidiary Guaranty and the other items required to be delivered under the following subsection (a)(ii) below. Any such Subsidiary Guaranty delivered pursuant to this subsection (a)(i) and the other items required under the immediately following subsection (a)(ii) shall, unless otherwise approved by the Administrative Agent, be delivered to the Administrative Agent not later than the date on which the Compliance Certificate with respect to the fiscal quarter (or fiscal year in the case of the fourth fiscal quarter) during which, in either such case, any of the above conditions first apply to a Subsidiary (the “Required Delivery Date”). (ii) Each Subsidiary Guaranty delivered by a Subsidiary required to become a Guarantor under the preceding subsection (a)(i) above shall be accompanied by the items that would have been delivered under Section 4.01(c)(i) through (iv), and Section 4.01(e) as if such Subsidiary had been a Guarantor on the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent and such other documents, agreement and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require in order to comply with its “know your customer” and other regulatory obligations.

Additional Subsidiary Guaranties. Borrower will not make any intercompany advance (direct or indirect) of proceeds of a Loan to or for the benefit of a Subsidiary of Borrower other than SPTMRT and SPTBROOK, unless Borrower has given Administrative Agent at least five (5) Business Days written notices of such advance (including the proposed date, amount and purpose of such advance) and complied with the preconditions to such advance set forth in this Section. As a precondition to any intercompany advance (directly or indirectly) of the proceeds of a Loan to or for the benefit of a Subsidiary of Borrower other than SPTMRT and SPTBROOK, and as a precondition to the advance of any Loan for such purpose, Borrower will (a) cause such other Subsidiary (i) Not later than to execute and deliver to Administrative Agent and Lenders an Additional Subsidiary Guaranty by which such Subsidiary shall guarantee and become surety for the applicable Required Delivery Date, payment of the Borrower shall cause (A) prior Loans to the Investment Grade Release, each extent of such advance to such Subsidiary that is and the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset accrued interest and other amounts payable hereunder allocable thereto and (Bii) on and after the Investment Grade Release, each Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset and that is also a borrower or guarantor or otherwise obligated in respect of, any Recourse Indebtedness, to deliver to Administrative Agent and Lenders such officers' certificates and opinions of counsel as Administrative Agent may reasonably request with respect thereto or (b) certify and demonstrate to the reasonable satisfaction of Administrative Agent: Agent that the use of such Loan proceeds meets the conditions of clause (ii) of the proviso of Section 2.11. Administrative Agent on behalf of Lenders will, upon written request of Borrower and an Additional Subsidiary Guarantor, release the Additional Subsidiary Guaranty of such Additional Subsidiary Guarantor if either (1) a the Loans(s) or portion(s) thereof guarantied under such Additional Subsidiary Guaranty executed Guaranty, together with all accrued interest and other amounts payable under this Agreement in connection therewith, have been paid in full in cash designated by Borrower to Administrative Agent at the time of such Subsidiary and payment for application to such purpose, or (2) such Additional Subsidiary Guarantor has entered into a financing with a third party creditor involving substantially all of its assets and applied the other items required entire gross proceeds of such financing (net of underwriting discounts and commissions and reasonable out-of-pocket fees and expenses incurred in connection therewith) as provided in Section 2.8(d) to be delivered under the following subsection prepayment of the Loans (a)(ii) below; provided, however, that in respect of any Subsidiary which is required to become a Guarantor after the Effective Date pursuant to this subsection (a)(i)including, to the extent such Subsidiary has not become a Guarantor as of available proceeds, the prepayment in whole or in part of the applicable Required Delivery Date (Loan(s) or portion(s) thereof guarantied under such later date Additional Subsidiary Guaranty and accrued interest) and Administrative Agent has received such verifications with respect to such prepayment as the Administrative Agent may agree in writing in its discretion)reasonably require, the Unencumbered Asset owned by PROVIDED that, following such prepayment, Borrower will not permit such Subsidiary shall to acquire any Fee Interests, Leasehold Interests or Mortgage Interests in properties that are not be included Senior Housing Properties unless any remaining unpaid balance of such Loan(s) or portions thereof have been paid in any calculation of Unencumbered Asset Value unless and until such Subsidiary executes and delivers full in cash designated by Borrower to the Administrative Agent a Subsidiary Guaranty and at the other items required time of such payment for application to be delivered under the following subsection (a)(ii) belowsuch purpose. Any such Subsidiary Guaranty delivered pursuant release shall be effected by delivery of a written instrument to this subsection (a)(i) and the other items required under the immediately following subsection (a)(ii) shall, unless otherwise approved such effect by the Administrative Agent, be delivered to the Administrative Agent not later than the date on which the Compliance Certificate to such Additional Subsidiary Guarantor and Borrower (with respect copies to the fiscal quarter (or fiscal year in the case of the fourth fiscal quarter) during which, in either such case, any of the above conditions first apply to a Subsidiary (the “Required Delivery Date”Lenders). (ii) Each Subsidiary Guaranty delivered by a Subsidiary required to become a Guarantor under the preceding subsection (a)(i) above shall be accompanied by the items that would have been delivered under Section 4.01(c)(i) through (iv), and Section 4.01(e) as if such Subsidiary had been a Guarantor on the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent and such other documents, agreement and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require in order to comply with its “know your customer” and other regulatory obligations.

Additional Subsidiary Guaranties. If (x) the Borrower does not have an Investment Grade Rating and (y) one or more direct or indirect Subsidiaries of the Borrower (other than Brixmor LLC or any direct or indirect subsidiary thereof) that owns or ground leases any Excluded Unencumbered Assets incurs any Additional Subsidiary Indebtedness, then, at the option of the Borrower, either (1) each borrower or guarantor of such Indebtedness shall become an Additional Subsidiary Guarantor hereunder or (2) (i) Not later than such Additional Subsidiary Indebtedness shall be treated as Secured Indebtedness for purposes of calculating the applicable Required Delivery Date, the Borrower shall cause (A) prior to the Investment Grade Release, each Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset Financial Covenants and (Bii) on and after the Investment Grade Releaseany Acquisition Asset, Land, Operating Property or Asset Under Development owned directly or indirectly by each Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset and that is also a borrower or guarantor or otherwise obligated in respect of, any Recourse Indebtedness, to deliver to the Administrative Agent: (1) a of such Additional Subsidiary Guaranty executed by such Subsidiary and (2) the other items required to be delivered under the following subsection (a)(ii) below; provided, however, that in respect of any Subsidiary which is required to become a Guarantor after the Effective Date pursuant to this subsection (a)(i), to the extent such Subsidiary has not become a Guarantor as of the applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its discretion), the Unencumbered Asset owned by such Subsidiary Indebtedness shall not be included considered an “Unencumbered Asset” for purposes of calculating the Financial Covenants (any such Unencumbered Assets so excluded shall be referred to in any calculation this Agreement collectively as “Excluded Unencumbered Assets”). Upon a subsequent Investment Grade Rating Event, and so long as the Borrower maintains an Investment Grade Rating and no Event of Unencumbered Asset Value unless and until such Subsidiary executes and delivers to Default then exists, the Administrative Agent a Subsidiary Guaranty and of any such Additional Subsidiary Guarantor will be released (and, for the other items required to be delivered under the following subsection (a)(ii) below. Any avoidance of doubt, such Subsidiary Guaranty delivered pursuant to this subsection (a)(i) and the other items required under the immediately following subsection (a)(ii) shall, unless otherwise approved by the Administrative Agent, be delivered to the Administrative Agent not later than the date on which the Compliance Certificate with respect to the fiscal quarter (or fiscal year in the case of the fourth fiscal quarter) during which, in either such case, any of the above conditions first apply to a Subsidiary (the “Required Delivery Date”). (ii) Each Subsidiary Guaranty delivered by a Subsidiary required to become a Guarantor under the preceding subsection (a)(i) above shall be accompanied by the items that would have been delivered under Section 4.01(c)(i) through (iv), and Section 4.01(e) as if such Subsidiary had been promptly reinstated in a Guarantor on the Effective Date, each in form and substance reasonably manner satisfactory to the Administrative Agent if the Borrower has failed to maintain an Investment Grade Rating and such other documentsSubsidiary Guaranty is otherwise required by this Section 5.10(a)), agreement any such Additional Subsidiary Indebtedness will no longer be treated as Secured Indebtedness and instruments each such Excluded Unencumbered Asset will be eligible to be treated as an “Unencumbered Asset” for purposes of calculating the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require in order to comply with its “know your customer” and other regulatory obligationsFinancial Covenants.

Additional Subsidiary Guaranties. The Borrower will cause any Subsidiary of the Borrower (other than any Project Financing Subsidiary and other than NGC Storage, Inc.) which after the date hereof has (i) Not later consolidated fixed assets plus net working capital with a book value equal to or greater than $100,000,000 as determined in a manner consistent with the applicable Required Delivery Date, most recent financial statements provided pursuant to Section 6.1.1 or (ii) 15% or more of the Borrower shall cause (A) Consolidated EBITD for the calendar quarter immediately prior to the Investment Grade Release, each quarter in which such determination is made (unless such Consolidated EBITD for such Subsidiary that for such quarter is the Direct Owner less than $10,000,000 or unless such Person is not a Subsidiary of any Owned Property designated by the Borrower as an Unencumbered Asset for the entire calendar quarter) to become a Guarantor with respect to, and (B) on be jointly and after severally liable with all other Guarantors for, all the Investment Grade Release, each Obligations by executing and delivering to the Lenders a guaranty substantially in the form of the applicable Subsidiary Guaranty except to the extent that is the Direct Owner such Person becomes a Subsidiary of any Owned Property designated by the Borrower as pursuant to an Unencumbered Asset Acquisition and that is also a borrower or guarantor or otherwise obligated in respect of, any Recourse Indebtedness, subject at the time of such Acquisition to deliver restrictions adversely affecting its ability to the Administrative Agent: (1) enter into a Subsidiary Guaranty executed by such Subsidiary and (2) the other items required to be delivered under the following subsection (a)(ii) belowGuaranty; provided, provided however, that in respect of the event that any Subsidiary which is required of the Borrower provides a Guaranty with respect to any Debt of the Borrower other than the Obligations, such Subsidiary shall also concurrently become a Guarantor after with respect to, and be jointly and severally liable with all other Guarantors for, all the Effective Date Obligations by executing and delivering to the Lenders a guaranty substantially in the form of the applicable Subsidiary Guaranty ("Additional Guaranty") and, in the event that any such Subsidiary no longer provides a Guaranty with respect to such other Debt of the Borrower, so long as such Additional Guaranty is not otherwise required pursuant to this subsection (a)(i), to the extent such Subsidiary has not become a Guarantor as of the applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its discretion)Section 6.1.3, the Unencumbered Asset owned by such Subsidiary Additional Guaranty shall not be included in any calculation of Unencumbered Asset Value unless and until such Subsidiary executes and delivers to the Administrative Agent a Subsidiary Guaranty and the other items required to be delivered under the following subsection (a)(ii) below. Any such Subsidiary Guaranty delivered pursuant to this subsection (a)(i) and the other items required under the immediately following subsection (a)(ii) shall, unless otherwise approved by the Administrative Agent, be delivered to the Administrative Agent not later than the date on which the Compliance Certificate with respect to the fiscal quarter (or fiscal year in the case of the fourth fiscal quarter) during which, in either such case, any of the above conditions first apply to a Subsidiary (the “Required Delivery Date”)concurrently terminate. (ii) Each Subsidiary Guaranty delivered by a Subsidiary required to become a Guarantor under the preceding subsection (a)(i) above shall be accompanied by the items that would have been delivered under Section 4.01(c)(i) through (iv), and Section 4.01(e) as if such Subsidiary had been a Guarantor on the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent and such other documents, agreement and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require in order to comply with its “know your customer” and other regulatory obligations.

Additional Subsidiary Guaranties. The Borrower will cause any Subsidiary of the Borrower (other than any Project Financing Subsidiary) which after the date hereof has (i) Not later consolidated fixed assets plus net working capital with a book value equal to or greater than $100,000,000 as determined in a manner consistent with the applicable Required Delivery Date, most recent financial statements provided pursuant to Section 6.1.1 or (ii) 15% or more of the Borrower shall cause (A) Consolidated EBITD for the calendar quarter immediately prior to the Investment Grade Release, each quarter in which such determination is made (unless such Consolidated EBITD for such Subsidiary that for such quarter is the Direct Owner less than $10,000,000 or unless such Person is not a Subsidiary of any Owned Property designated by the Borrower as an Unencumbered Asset and (Bfor the entire calendar quarter) on and after the Investment Grade Release, each Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset and that is also a borrower or guarantor or otherwise obligated in respect of, any Recourse Indebtedness, to deliver to the Administrative Agent: (1) a Subsidiary Guaranty executed by such Subsidiary and (2) the other items required to be delivered under the following subsection (a)(ii) below; provided, however, that in respect of any Subsidiary which is required to become a Guarantor after with respect to, and be jointly and severally liable with all other Guarantors for, all the Effective Date Obligations by executing and delivering to the Lenders a guaranty substantially in the form of the applicable Subsidiary Guaranty except to the extent that such Person becomes a Subsidiary of the Borrower pursuant to an Acquisition and is subject at the time of such Acquisition to restrictions adversely affecting its ability to enter into a Subsidiary Guaranty; provided however, in the event that any Subsidiary of the Borrower provides a Guaranty with respect to any Debt of the Borrower other than the Obligations or of the Institutionally Targeted Capital Securities, such Subsidiary shall also concurrently become a Guarantor with respect to, and be jointly and severally liable with all other Guarantors for, all the Obligations by executing and delivering to the Lenders a guaranty substantially in the form of the applicable Subsidiary Guaranty (an "Additional Guaranty") and, in the event that any such Subsidiary no longer provides a Guaranty with respect to such other Debt of the Borrower or the Institutionally Targeted Capital Securities, so long as such Additional Guaranty is not otherwise required pursuant to this subsection (a)(i)Section 6.1.3, the Additional Guaranty shall concurrently terminate. Notwithstanding anything to the contrary in this Section 6.1.3, no Subsidiary of Destec shall be required to deliver a Guaranty pursuant to this Section 6.1.3 to the extent such Subsidiary (i) it does not incur any Debt or issue any Guaranty after the effective date of the Destec Transaction and (ii) the eighteenth month anniversary of the effective date of the Destec Transaction has not become yet occurred; provided, that if within such eighteen month period a Guarantor as of the applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its discretion), the Unencumbered Asset owned by such Destec Subsidiary shall not be included in any calculation of Unencumbered Asset Value unless and until such Subsidiary executes and delivers to the Administrative Agent which has provided a Subsidiary Guaranty pursuant to this Section 6.1.3 is (A) sold or otherwise transferred and the other items required ceases to be delivered a Subsidiary of the Borrower or (B) sells or transfers assets and as a result thereof is not (after giving effect to such sales and transfers) a Subsidiary which would be obligated to deliver a Subsidiary Guaranty under the following subsection (a)(ii) below. Any this Section 6.1.3, then so long as no Default has occurred and is continuing, such Subsidiary Guaranty delivered pursuant to this subsection (a)(i) and the shall be automatically released upon such sale or other items required under the immediately following subsection (a)(ii) shall, unless otherwise approved by the Administrative Agent, be delivered to the Administrative Agent not later than the date on which the Compliance Certificate with respect to the fiscal quarter (or fiscal year transfer in the case of the fourth fiscal quarterforegoing (A) during which, in either such case, any or upon request of the above conditions first apply to Borrower in the case of the foregoing (B). In addition, a Subsidiary (the “Required Delivery Date”). (ii) Each Subsidiary Guaranty delivered by a Subsidiary required Guarantor pursuant to become a this Agreement may be released and terminated upon written request of the Borrower provided that (A) such Guarantor under as of the preceding subsection end of the most recent calendar quarter prior to the quarter in which such request is made satisfies the Guarantor Discontinuance Test, (a)(iB) above at the time of such release no Default shall have occurred and be accompanied by continuing and (C) upon the items that would have been delivered under Section 4.01(c)(i) through (iv), and Section 4.01(e) as if effectiveness of such termination all other Guaranties of such Subsidiary had been a Guarantor on with respect to any Debt of the Effective Date, Borrower (other than the Obligations) or the Institutionally Targeted Capital Securities shall concurrently terminate and be of no further force or effect. The Administrative Agent is hereby authorized by each in form and substance reasonably satisfactory of the Lenders to provide to the Borrower on behalf of the Lenders written confirmation of the release and termination of any Subsidiary Guaranty pursuant to either of the three preceding sentences. The Administrative Agent and such other documentsthe Lenders acknowledge and agree that each of the NGC Storage, agreement Inc., Hub Service, Inc., and instruments as the Administrative AgentNGC Anadarko Gathering Systems, or any Lender through the Administrative Agent, may reasonably require in order to comply with its “know your customer” Inc. Subsidiary Guaranties have been released and other regulatory obligationsterminated.

Additional Subsidiary Guaranties. (i) Not later than the applicable Required Delivery Date, the Borrower shall cause (A) prior to the Investment Grade Release, each Subsidiary (other than an Excluded Subsidiary) that is the Direct Owner of any Owned Property designated by the Borrower as owns an Unencumbered Asset and (B) on and after the Investment Grade Release, each direct or indirect Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as holds direct or indirect Equity Interests in a Person, other than an Excluded Subsidiary, which owns an Unencumbered Asset and that is also a borrower or guarantor or otherwise obligated in respect of, any Recourse IndebtednessAsset, to deliver to the Administrative Agent: (1) a Subsidiary Guaranty executed by such Subsidiary and (2) the other items required to be delivered under the following subsection (a)(ii) below; provided, however, that (x) promptly (and in any event not later than the applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its discretion)) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from being a Material Subsidiary Guarantor on the Effective Date or delivering a Subsidiary Guaranty pursuant to this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section and (y) in respect of any Subsidiary which is required to become a Guarantor after the Effective Closing Date pursuant to this subsection (a)(i), to the extent such Subsidiary has not become a Guarantor as of the applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its discretion), the Unencumbered Asset BPO Value of a Property owned by such Subsidiary shall not be included in any calculation of Unencumbered Asset Value unless and until such Subsidiary executes and delivers to the Administrative Agent a Subsidiary Guaranty and the other items required to be delivered under the following subsection (a)(ii) below. Any such Subsidiary Guaranty delivered pursuant to this subsection (a)(i) and the other items required under the immediately following subsection (a)(ii) shall, unless otherwise approved by the Administrative Agent, be delivered to the Administrative Agent not later than the later of (x) forty-five (45) days after such obligation first arises and (y) the date on which the Compliance Certificate with respect to the fiscal quarter (or fiscal year in the case of the fourth fiscal quarter) during which, in either such case, any of the above conditions first apply to a Subsidiary (the “Required Delivery Date”). (ii) Each Subsidiary Guaranty delivered by a Subsidiary required to become a Guarantor under the preceding subsection (a)(i) above shall be accompanied by the items that would have been delivered under Section 4.01(c)(i) through (iv), and Section 4.01(e) as if such Subsidiary had been a Guarantor on the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent and such other documents, agreement and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require in order to comply with its “know your customercustomary” and other regulatory obligations.

Additional Subsidiary Guaranties. (i) Not later than If, after the applicable Required Delivery Closing Date, any Restricted Subsidiary of the Borrower Company that is not already a Guarantor guarantees any other Indebtedness of the Company or any Guarantor under this Loan Agreement or any other Credit Facility of the Company in excess of $5.0 million, then the Company shall cause (A) prior to the Investment Grade Release, each that Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset and (B) on and after the Investment Grade Release, each Subsidiary that is the Direct Owner of any Owned Property designated by the Borrower as an Unencumbered Asset and that is also a borrower or guarantor or otherwise obligated in respect of, any Recourse Indebtedness, to deliver to the Administrative Agent: (1) a Subsidiary Guaranty executed by such Subsidiary and (2) the other items required to be delivered under the following subsection (a)(ii) below; provided, however, that in respect of any Subsidiary which is required to will become a Guarantor after by executing a supplemental guarantee substantially in the Effective Date pursuant form attached to this subsection (a)(i), Loan Agreement and delivering it to the extent such Subsidiary has not become a Guarantor as Trustee within 20 Business Days of the applicable Required Delivery Date (or such later date as the Administrative Agent may agree in writing in its discretion), the Unencumbered Asset owned by such Subsidiary shall not be included in any calculation of Unencumbered Asset Value unless and until such Subsidiary executes and delivers to the Administrative Agent a Subsidiary Guaranty and the other items required to be delivered under the following subsection (a)(ii) below. Any such Subsidiary Guaranty delivered pursuant to this subsection (a)(i) and the other items required under the immediately following subsection (a)(ii) shall, unless otherwise approved by the Administrative Agent, be delivered to the Administrative Agent not later than the date on which it guaranteed or incurred such Indebtedness, as the Compliance case may be, together with any Officers’ Certificate or Opinion of Counsel required by the Indenture or the Loan Agreement; provided, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Loan Agreement for so long as they continue to constitute Unrestricted Subsidiaries. To the extent any Restricted Subsidiary guarantee of other Indebtedness is released, and such Restricted Subsidiary has also entered into a Subsidiary Guarantee with respect to the fiscal quarter (Bonds, such Subsidiary Guarantee with respect to the Bonds shall automatically be released without any further act by the Trustee, Restricted Subsidiary or fiscal year in any other person or entity concurrently with the case release of such guarantee on other Indebtedness. Each of the fourth fiscal quarter) during whichTrustee, the Company, and the Restricted Subsidiary shall execute and deliver such documents as may be reasonably requested by any other party hereto in either connection with such caserelease of a guarantee on other Indebtedness. Notwithstanding the preceding, any Subsidiary Guarantee of the above conditions first apply a Restricted Subsidiary that was incurred pursuant to a Subsidiary (the “Required Delivery Date”). (ii) Each Subsidiary Guaranty delivered by a Subsidiary required to become a Guarantor under the preceding subsection (a)(i) above shall this paragraph will be accompanied by the items that would have been delivered under Section 4.01(c)(i) through (iv), and Section 4.01(e) as if such Subsidiary had been a Guarantor on the Effective Date, each in form and substance reasonably satisfactory subject to the Administrative Agent limitations and such other documentsprovisions, agreement and instruments as including the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require in order to comply with its “know your customer” and other regulatory obligationsrelease provisions of Article 9 hereof.