Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that (i) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that (i) any Person becomes a Domestic Subsidiary meets the criteria set forth in clause (except for Immaterial Subsidiariesb) or (iic) any Domestic of the definition of the term “Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, Guarantor” and promptly thereafter (and in any event within 30 days), days or such longer period as may be agreed to by the Administrative Agent) cause the Collateral and Guarantee Requirement with respect to such Person to (a) become be satisfied. Notwithstanding the foregoing, the Company may designate a Subsidiary Guarantor by executing and delivering to not meeting the Administrative Agent a counterpart criteria set forth in clause (b) or (c) of the definition of the term “Subsidiary Guaranty Guarantor” as a Subsidiary Guarantor; provided that (i) the Collateral and Guarantee Requirement with respect to such Subsidiary shall have been, or such other document as concurrently therewith shall be, satisfied, (ii) the Administrative Agent shall deem appropriate for be reasonably satisfied that performance by such purposeSubsidiary of its obligations under the Guarantee Agreement and the Security Documents to which such Subsidiary would be a party is not subject to any prior approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority, or to any Law materially impeding the ability of such Subsidiary to perform its obligations under the Guarantee Agreement and (b) deliver to the Administrative Agent documents of the types referred to in clauses such Security Documents and (iii) the Company shall have delivered a certificate of a Responsible Officer of the Company to the effect that, after giving effect to any such designation and (iv) of Section 4.01(a) such Subsidiary becoming a Loan Party hereunder, the representations and favorable opinions of counsel warranties set forth in this Agreement and the other Loan Documents as to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to true and correct and no Default shall occur or be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)continuing.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any one or more Persons (ix) any Person becomes constitutes a Material Domestic Subsidiary (except for Immaterial Subsidiariesother than a Foreign Subsidiary Holdco) or (iiy) that is a Subsidiary that is not already a Guarantor hereunder Guarantees any Domestic Subsidiary ceases to be an Immaterial SubsidiaryIndebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by the Borrower, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person Person(s) to become Guarantor(s) hereunder and grant a first priority perfected security interest in its assets of a type constituting Collateral so that after giving effect thereto, the Net Loan Party Accounts Receivable shall constitute at least 90% of all net accounts receivable of Equinix and its Domestic Subsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts), in each case, by (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or Joinder Agreement and/or such other document documents as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver delivering to the Administrative Agent documents of the types referred to in clauses (iii), (iv) and (ivv) of Section 4.01(a) and favorable opinions of counsel to such Person Person(s) (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (a)) and (b), as applicable, and no conflict with material agreements), in all such cases of the foregoing clauses (a) and (b), in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to ; provided, however, that, so long as no Default or Event of Default has occurred and is continuing, if any such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) solely as a result of it having been acquired through an Acquisition occurring after the contrary contained herein Closing Date and does not otherwise Guarantee Indebtedness under any Senior Notes Indenture or in any other Loan Documentpublic or privately-placed debt securities issued by the Borrower, then such Person shall not be required to become a Guarantor under this Section 6.14 unless such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) at any time on or after the Borrower nine month anniversary of such Acquisition, at which time it shall promptly become a Guarantor hereunder in accordance with the preceding provisions of this Section 6.14. In addition, Equinix may, from time to time, elect to cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary GuarantorGuarantor in accordance with the preceding clauses (a) and (b) of this Section 6.14. Solely with respect Each Loan Party agrees to take all actions necessary to promptly pledge to the Target Subsidiaries (as defined in Administrative Agent for the benefit of the Secured Parties all Equity Interests owned by it of each Guarantor joined pursuant to this Section 4.03(f))6.14, to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, including without limitation the delivery of all certificates representing such items will not be conditions Equity Interests, accompanied by undated stock powers duly executed in blank, and effecting any necessary or advisable amendments to the availability of Pledge and Security Agreement and/or the Term Loan but instead shall be required Schedules thereto to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or evidence such later date as the Administrative Agent may agree in its sole discretion)pledge.

Additional Subsidiary Guarantors. Notify Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which financial statements have been delivered pursuant to Section 8(a)(i) and any Person (other than the Lessee) qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Subsidiary” in accordance with the calculations in such financial statements, the Parent Guarantor shall provide the Administrative Agent at the time that (i) any Person becomes a Domestic with written notice thereof and shall cause each such Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (execute and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to in clauses (iii) which such Subsidiary agrees to be bound by the terms and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other thingsprovisions thereof, the legalityGuaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, validity, binding effect other organizational or constitutional documentation and enforceability of legal opinions as may be reasonably requested by the documentation referred Administrative Agent (with any such opinion so requested to be in clause (a)), all in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent but, in any case, limited to the types of matters covered in any legal opinion delivered pursuant to Article VI of the Participation Agreement). Each guarantor and each borrower under the Bank Credit Agreement that is a Domestic Subsidiary (and not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any of clauses (a) through (d) of the definition thereof) shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Operative Document, the Borrower no Excluded Subsidiary shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 be required to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify (a) If at any time (x) any Person (other than an Unrestricted Subsidiary or an Excluded Subsidiary) becomes a Material Subsidiary or (y) any Unrestricted Subsidiary (other than an Excluded Subsidiary) that is a Material Subsidiary is re-designated as a Restricted Subsidiary, promptly notify the Administrative Agent at the time that (i) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (thereof and as soon as practicable but in any event within 30 daysdays after such Person becomes a Material Subsidiary or such re-designation, as the case may be, (or, in each case of the foregoing clauses (x) and (y), such longer period to which the Administrative Agent may agree in its sole discretion), cause such Person Material Subsidiary to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of to the Subsidiary Guaranty or and/or such other guaranty document as the Administrative Agent shall deem appropriate for such purpose, and (bii) deliver to the Administrative Agent such opinions, documents of the types and certificates referred to in clauses Section 4.01 as may be reasonably requested by the Administrative Agent, (iii) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (iv) of Section 4.01(a) and favorable opinions of counsel deliver to the Administrative Agent such Person (which shall cover, among other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to . (b) Without limiting the contrary contained herein or in any other Loan Documentforegoing, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than within 30 days following the American Railcar Acquisition Closing Date (or such later date as longer period to which the Administrative Agent may agree in its sole discretion) after each delivery of financial statements pursuant to Section 6.01(a) or Section 6.01(b), cause one or more Subsidiaries (other than Excluded Subsidiaries) to become Subsidiary Guarantors and take all other actions described in this Section 6.13 as if such Subsidiaries were Material Subsidiaries, to the extent necessary to result in the Consolidated EBITDA and Consolidated Total Assets of the Loan Parties on a consolidated basis to represent no less than 90% of the Consolidated EBITDA and Consolidated Total Assets of the Company and its Restricted Subsidiaries as of the end of the Measurement Period most recently ended for which financial information is available (calculated on a pro forma basis in a manner consistent with the adjustments described in Section 1.03(c) and in a manner consistent with the definition of “Consolidated EBITDA” and “Consolidated Total Assets” but appropriately adjusted to apply to the particular group of Persons in question). (c) Notwithstanding anything in this Section 6.13 to the contrary, (i) no Excluded Subsidiary shall be required to be a Subsidiary Guarantor and (ii) no Foreign Holding Company or Foreign Subsidiary shall be required to guarantee the Obligations of the Company or any Designated Borrower that is a U.S. Person.

Additional Subsidiary Guarantors. Notify (a) The Company will cause any Subsidiary which is required by the Administrative Agent at terms of the time that Bank Credit Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (i) any Person becomes a Domestic joinder agreement in respect of the Subsidiary (except for Immaterial Subsidiaries) or Guaranty; (ii) any Domestic a certificate signed by an authorized Responsible Officer of such Subsidiary ceases containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, of those contained in Sections 5.1, 5.2, 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (iii) all documents as may be an Immaterial Subsidiaryreasonably requested by the Required Holders to evidence the due organization, continuing existence and, in each casewhere applicable, promptly thereafter (good standing of such Subsidiary and in any event within 30 days), cause the due authorization by all requisite action on the part of such Person Subsidiary of the execution and delivery of the joinder agreement to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or and the performance by such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents Subsidiary of the types referred to in clauses (iii) and its obligations thereunder; and (iv) of Section 4.01(a) and favorable opinions an opinion of counsel (who may be in-house counsel for the Company) addressed to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability each of the documentation referred to in clause (a)), all in form, content and scope reasonably holders of the Notes satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))Required Holders, to the extent effect that the items described in Section 4.03(f) are not Subsidiary Guaranty by such Person has been duly authorized, executed and delivered on and that the American Railcar Acquisition Closing Date with respect to Subsidiary Guaranty constitutes the Target Subsidiarieslegal, the delivery valid and binding contract and agreement of such items will not Person enforceable in accordance with its terms, except as an enforcement of such terms may be conditions to limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the availability enforcement of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. Notify Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which financial statements have been delivered pursuant to Section 8(a)(i) and any Person (other than the Lessee) qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Subsidiary” in accordance with the calculations in such financial statements, the Parent Guarantor shall provide the Administrative Agent at the time that (i) any Person becomes a Domestic with written notice thereof and shall cause each such Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (execute and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to in clauses (iii) which such Subsidiary agrees to be bound by the terms and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other thingsprovisions thereof, the legalityGuaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, validity, binding effect other organizational documentation and enforceability of legal opinions as may be reasonably requested by the documentation referred Administrative Agent (with any such opinion so requested to be in clause (a)), all in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent but, in any case, limited to the types of matters covered in the legal opinions delivered pursuant to Section 6.1 of the Participation Agreement). Each guarantor and each borrower under the Bank Credit Agreement that is a Domestic Subsidiary (and not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any of clauses (a) through (d) of the definition thereof) shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Operative Document, the Borrower no Excluded Subsidiary shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 be required to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify the Administrative Agent at of a change in circumstances and of the time that (i) creation or acquisition of any Person becomes Domestic Subsidiary, in each case to the extent resulting in a Domestic Subsidiary that is a Material Domestic Subsidiary (except for Immaterial Subsidiariesand not already a Subsidiary Guarantor) or (ii) any a Domestic Subsidiary ceases that is otherwise required to be an Immaterial Subsidiarya Subsidiary Guarantor pursuant to paragraph (a) above, and, in each case, and promptly thereafter (and in any event within 30 daysthirty (30) days after such change in circumstances or such creation or acquisition), cause such Person to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (biii) deliver to the Administrative Agent such documents of the types and certificates referred to in clauses Section 6.1(b)(i) through (iii), (c) and (g)(ii) as may be reasonably requested by the Administrative Agent, (iv) to the extent its parent entity is a Credit Party and such Capital Stock is certificated, deliver to the Administrative Agent such original certificated Capital Stock and stock or other transfer power evidencing the Capital Stock of Section 4.01(asuch Person, (v) and favorable opinions of counsel deliver to the Administrative Agent updated Schedules to the Loan Documents with respect to such Person Person, and (which shall cover, among vi) deliver to the Administrative Agent such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify Within thirty days following the Administrative formation or Acquisition (provided that nothing in this paragraph shall be deemed to authorize the Acquisition of any entity) of any Material Domestic Subsidiary or within thirty Business Days following the date any existing Domestic Subsidiary becomes a Material Domestic Subsidiary, the Company shall cause such Material Domestic Subsidiary to deliver to the Agent at a Subsidiary Guaranty or a supplement to the time that Subsidiary Guaranty, together with the following documents with respect to such Material Domestic Subsidiary, all in form and substance reasonably satisfactory to the Agent: (i) any Person becomes a certified copies of resolutions of the board of directors of such Material Domestic Subsidiary (except for Immaterial Subsidiaries) or approving the Subsidiary Guaranty; (ii) any incumbency certificates for such Material Domestic Subsidiary ceases certifying as to be an Immaterial Subsidiary, its officers who are authorized to execute and deliver the documents required hereunder; and, in each case, promptly thereafter (and in any event within 30 days), cause such Person iii) a favorable opinion of counsel with respect to (a) become a Subsidiary Guarantor by executing the due organization, good standing and delivering to the Administrative Agent a counterpart corporate power and authority of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purposeMaterial Domestic Subsidiary, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall coverdue authorization, among other thingsexecution, the legalitydelivery, validity, binding effect and enforceability of the documentation referred as to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any such Material Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be all documents required to be delivered by them hereunder, (c) the execution and delivery of the documents required to be delivered by such Material Domestic Subsidiary hereunder not later than 30 days following the American Railcar Acquisition Closing Date conflicting with or creating a Lien under any other agreement of such Material Domestic Subsidiary, not violating any law or regulation, not requiring any consent or authorization of any Person which has not been obtained; and (or e) such later date other matters as the Administrative Agent or the Majority Lenders may agree in its sole discretion)reasonably require.

Additional Subsidiary Guarantors. Notify The Borrower shall notify the Administrative Agent at the time that of (i) any Person becomes each redesignation of an Unrestricted Subsidiary as a Domestic Restricted Subsidiary (except for Immaterial Subsidiariesin accordance with Section 5.09(c) or below and (ii) each creation or acquisition of any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and (unless such Subsidiary has been designated as an Unrestricted Subsidiary pursuant to Section 5.09(d)) promptly thereafter (and in any event within 30 daysdays thereafter), in each of the cases referred to in the foregoing clauses (i) and (ii), cause such Person Subsidiary (other than a Foreign Subsidiary) to (aA) become a Subsidiary Guarantor “Guarantor” by executing and delivering to the Administrative Agent a counterpart of supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (bB) deliver to the Administrative Agent documents a duly executed Joinder Agreement and comply with the terms of each Security Document, (C) take such action (including delivering such shares of stock and executing and delivering such UCC financing statements and account control agreements) as shall be necessary to create and perfect valid and enforceable Liens on substantially all of the types referred to in clauses personal property (iii) and (ivother than Excluded Property) of such Subsidiary as collateral security for the obligations of such Subsidiary under the Loan Documents subject to no Liens other than Liens permitted by Section 4.01(a6.02, (D) and favorable take all actions with respect to all Material Real Property owned or leased by such Subsidiary required by Section 5.10 (as if such Material Real Property had been acquired by a Subsidiary), (E) deliver to the Administrative Agent such proof of corporate action, incumbency of officers, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (aA), (B), (C) and (D)) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date and (F) deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. (a) Notify the Administrative Agent at the time that (i) any Person for any reason becomes a Domestic Material Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiaryafter the date of this Agreement, and, in each case, and promptly thereafter (and in any event within 30 45 days), cause such Person to (ai) become a Subsidiary Guarantor and pledge its assets to secure the Secured Obligations by executing and delivering to the Administrative Agent a counterpart of joinder to the Subsidiary Guaranty and Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for such purposepurpose (including, without limitation, any “know your customer” and/or “customer identification program” documentation, the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable but subject to the final sentence in Section 5.21), and (bii) if such Subsidiary Guarantor is a Domestic Subsidiary or is organized under the Laws of the United Kingdom or Australia, deliver to the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(d) and (iv) of Section 4.01(am) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (ai) and this clause (ii)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to . (b) The Company at the contrary contained herein time the Guarantee or the grant of the security interest under the Loan Documents, in each case, by any other Specified Loan DocumentParty, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely becomes effective with respect to the Target Subsidiaries (as defined in Section 4.03(f))any Swap Obligations, hereby absolutely, unconditionally and irrevocably undertakes to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date provide such funds or other support to each Specified Loan Party with respect to any Swap Obligations as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Target SubsidiariesGuarantee and Collateral Agreement and the other Loan Documents with respect to such Swap Obligations (but, in each case, only up to the delivery maximum amount of such items will liability that can be hereby incurred without rendering the Company’s obligations and undertakings under this Section 5.17(b) voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not be conditions to the availability for any greater amount). The obligations and undertakings of the Term Loan but instead Company under this Section 5.17(b) shall remain in full force and effect until this Agreement and the Commitments are terminated pursuant to Section 2.09. The Company intends this Section 5.17(b) to constitute, and this Section 5.17(b) shall be required deemed to be delivered not later than 30 days following constitute, a “keepwell, support, or other agreement” for the American Railcar Acquisition Closing Date (or such later date as benefit of, each Specified Loan Party for all purposes of the Administrative Agent may agree in its sole discretion)Commodity Exchange Act.”

Additional Subsidiary Guarantors. (a) Notify the Administrative Agent at the time that (i) if any Person becomes a Domestic Material Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiarywithin 45 days of such occurrence, and, in each case, and thereafter promptly thereafter (and in any event event, within 30 days), days of such notification) cause such Person to (a) become a Subsidiary Guarantor provide an unconditional guaranty of the Obligations of the Borrower by executing and delivering to the Administrative Agent a counterpart of the Subsidiary applicable Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Material Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Material Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Material Subsidiary’s jurisdiction of incorporation or organization) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the types referred conduct of its business requires such qualifications, except to in clauses the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.18 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.18 true and correct and (iv) of Section 4.01(a) and favorable opinions opinion letters of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything ; provided, that, in the case of any Material Subsidiary that is a Foreign Subsidiary, if, in the reasonable judgment of the Company, the unconditional guaranty of the Obligations of the Borrower by such Foreign Subsidiary would cause material adverse tax consequences to the contrary contained herein or in any other Loan DocumentCompany and its Subsidiaries, the Borrower such Foreign Subsidiary shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), provide an unconditional guaranty only to the extent the items described as will not result in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect material adverse tax consequences to the Target Company and its Subsidiaries; provided, further, that, in the event of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that eliminates such material adverse tax consequences to the Company and its Subsidiaries, the Administrative Agent or the Required Lenders may require the execution and delivery by such Foreign Subsidiary of the Guaranty required by this section. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any of its Subsidiaries, then, notwithstanding the notice and timing provisions set forth herein above, the Company shall cause to be executed and delivered to the Administrative Agent, the Guaranty or Guaranties and related documents required by this section concurrently with the consummation of such items will not be conditions to Acquisition. (b) Upon the availability consummation of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree Merger, take each action set forth in its sole discretion)Section 6.14 below.

Additional Subsidiary Guarantors. Notify the Administrative Agent Lender at the time that (i) any Person becomes Person, following the Closing Date, qualifies as a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial SubsidiaryGuarantor, and, in each case, and promptly thereafter (and in any event within 30 daysdays after such notification), cause (i) such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent Lender a counterpart of the Subsidiary duly executed Guaranty Agreement or supplement thereto or such other document as the Administrative Agent shall Lender will reasonably deem appropriate for such purpose, (ii) such Person to grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Person by delivering to the Lender a duly executed supplement to each Security Document or such other document as the Lender will reasonably deem appropriate for such purpose and comply with the terms of each Security Document, (biii) such Person to deliver to the Administrative Agent Lender such documents of the types and certificates referred to in clauses (iii) and Section 5.1 as may be reasonably requested by the Lender, (iv) the applicable Credit Party to deliver to the Lender Security Documents pledging 100% of Section 4.01(a) and favorable opinions the outstanding Capital Stock of counsel to such Person (which shall coverincluding, among if applicable, original stock certificates evidencing the Capital Stock of such Person, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (v) such Person to deliver to the Lender such updated Schedules to the Loan Documents as requested by the Lender with respect to such Person, and (vi) such Person to deliver to the Lender such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Lender, all in form, content content, and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)Lender.

Additional Subsidiary Guarantors. Notify GEO shall notify the Administrative Agent at the time that of (i) any Person becomes each redesignation of an Unrestricted Subsidiary as a Domestic Restricted Subsidiary (except for Immaterial Subsidiariesin accordance with Section 5.09(c) or below and (ii) each creation or acquisition of any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and (unless such Subsidiary has been designated as an Unrestricted Subsidiary pursuant to Section 5.09(d)) promptly thereafter (and in any event within 30 daysdays thereafter), in each of the cases referred to in the foregoing clauses (i) and (ii) of this sentence, cause such Person Subsidiary (other than a Foreign Subsidiary) to (aA) become a Subsidiary Guarantor “Guarantor” by executing and delivering to the Administrative Agent a counterpart of supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (bB) deliver to the Administrative Agent documents a duly executed Joinder Agreement and comply with the terms of each Security Document, (C) take such action (including delivering certificates and transfer powers in respect of Equity Interests) and executing and delivering (as applicable) such UCC financing statements and account control agreements) as shall be necessary to create and perfect valid and enforceable Liens on substantially all of the types referred to in clauses personal property (iii) and (ivother than Excluded Property) of such Subsidiary as collateral security for the obligations of such Subsidiary under the Loan Documents subject to no Liens other than Liens permitted by Section 4.01(a6.02, (D) and favorable take all actions with respect to all Material Real Property owned or leased by such Subsidiary required by Section 5.10 (as if such Material Real Property had been acquired by a Subsidiary), (E) deliver to the Administrative Agent such proof of corporate action, incumbency of officers, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (aA), (B), (C) and (D) of this sentence) and other documents as is consistent with those delivered by GEO pursuant to Section 4.01 on the Restatement Effective Date and (F) deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify The Borrower will, and will cause each of its Subsidiaries to, take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Administrative Agent at the time that Borrower are Subsidiary Guarantors (i) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each casethereby, promptly thereafter ("Obligors") hereunder and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing pledge and delivering grant to the Administrative Agent a counterpart for the benefit of the Subsidiary Guaranty or such other document as Lenders a security interest in all of its respective Property to secure its respective obligations under its respective guarantees pursuant to documentation substantially to the Administrative Agent shall deem appropriate for such purposeeffect of the Security Documents, mutatis mutandis, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope otherwise reasonably satisfactory to the Administrative Lenders and the Agent. Notwithstanding anything to Without limiting the contrary contained herein generality of the foregoing, in the event that the Borrower or in any other Loan Documentof its Subsidiaries shall form or acquire any new Subsidiary after the date hereof, the Borrower shall or the respective Subsidiary will cause any Domestic such new Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a "Subsidiary Guarantor. Solely with respect " (and, thereby, an "Obligor") hereunder and to pledge and grant to the Target Subsidiaries (as defined in Section 4.03(f)), Agent for the Credit Agreement benefit of the Lenders a security interest on all of its Property to secure its respective obligations under its respective guarantees pursuant to documentation substantially to the extent effect of the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect Security Documents, mutatis mutandis, and otherwise reasonably satisfactory to the Target SubsidiariesLenders and the Agent and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 7.01 hereof upon the delivery of such items will not be conditions to Restatement Effective Date or as any Lender or the availability of the Term Loan but instead Agent shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)have requested.

Additional Subsidiary Guarantors. Notify The Borrower Agent shall notify the Administrative Agent at the time that within ten (i10) Business Days after it makes an Investment in any Person Subsidiary or, within ten (10) Business Days after it creates an entity which is or becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and promptly thereafter (and in any event within 30 thirty (30) days), cause such Person (other than a Foreign Subsidiary) to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) take all such action and execute such agreements, documents and instruments, including execution and delivery of a counterpart signature page to the Security Agreement and execution and delivery of such other Security Documents, that may be necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest and Lien in any Collateral owned by such new Subsidiary (having the priority set forth in the Intercreditor Agreement) and (biii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSection 3.1(a)(8) and (iv) of Section 4.01(a) and and, if reasonably requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (a)i) and (ii) of this subsection), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein set forth herein, no Subsidiary of Holdings may guarantee (or in any other be a borrower under) the Revolving Loan DocumentFacility that does not also guarantee the Obligations (or is a Borrower hereunder); provided, that, notwithstanding the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))foregoing, to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target SubsidiariesEWGS, the delivery of such items will not be conditions to the availability of the Term Loan but instead Eddi, GSD and Sunblaster Canada shall be required permitted to be delivered not later than 30 days following a borrower under the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)Revolving Loan Facility.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that (i) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and promptly thereafter (and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purposepurpose and, in the case of a Rail Services Business Subsidiary, cause such Person to become a party to the Pledge Agreement and the Security Agreement and, to the extent required by and subject to the terms set forth the Security Agreement and the Pledge Agreement, to take other steps reasonably requested by the Administrative Agent in order to cause all the assets of such Person to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(aclause (a) of Article IV and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause ; provided that any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (Guarantor until such time as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required it ceases to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)an Immaterial Subsidiary.

Additional Subsidiary Guarantors. Notify Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which any Subsidiary that is not Lessee or an Excluded Subsidiary becomes a Subsidiary Borrower or guarantor under the Bank Credit Agreement, the Parent Guarantor shall provide the Administrative Agent at the time that (i) any Person becomes a Domestic with written notice thereof and shall cause each such Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (execute and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to in clauses (iii) which such Subsidiary agrees to be bound by the terms and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other thingsprovisions thereof, the legalityGuaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, validity, binding effect other organizational or constitutional documentation and enforceability of legal opinions as may be reasonably requested by the documentation referred Administrative Agent (with any such opinion so requested to be in clause (a)), all in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent but, in any case, limited to the types of matters covered in any legal opinion delivered pursuant to Article VI of the Participation Agreement). Each guarantor and each borrower under the Bank Credit Agreement that is not Lessee or an Excluded Subsidiary shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Documentforegoing, the Borrower no Excluded Subsidiary shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 be required to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))Regeneron Pharmaceuticals, to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).Inc. Third Amended and Restated Guaranty

Additional Subsidiary Guarantors. Notify Promptly after the creation or acquisition of any Domestic Subsidiary or any Foreign Subsidiary that satisfies the definition of Subsidiary Guarantor (and, in any event, within thirty (30) days after such creation or acquisition; provided that the Administrative Agent at may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the time that (iconsent of the Required Lenders) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart duly executed supplement to the Guaranty and Security Agreement, a joinder to each of the Subsidiary Guaranty or Intercreditor Agreements and such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Security Document, (biii) deliver to the Administrative Agent such opinions, documents of the types and certificates referred to in clauses (iii) and Section 4.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent (or its bailee or agent pursuant to the Second Lien Intercreditor Agreement) such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of Section 4.01(asuch Person, (v) and favorable opinions of counsel deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (which shall cover, among vi) deliver to the Administrative Agent such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify The Borrower Agent shall notify the Administrative Agent at the time that within ten (i10) Business Days after it makes an Investment in any Person Subsidiary or, within ten (10) Business Days after it creates an entity which is or becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and promptly thereafter (and in any event within 30 thirty (30) days), cause such Person (other than a Foreign Subsidiary) to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) take all such action and execute such agreements, documents and instruments, including execution and delivery of a counterpart signature page to the Security Agreement and execution and delivery of such other Security Documents, that may be necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest and Lien in any Collateral owned by such new Subsidiary (having the priority set forth in the Intercreditor Agreement) and (biii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSection 3.1(a)(8) and (iv) of Section 4.01(a) and and, if reasonably requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (a)i) and (ii) of this subsection), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Documentset forth herein, the Borrower shall cause any Domestic no Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date Holdings may guarantee (or such later date as be a borrower under) the Administrative Agent may agree in its sole discretionRevolving Loan Facility that does not also guarantee the Obligations (or is a Borrower hereunder).

Additional Subsidiary Guarantors. Notify Promptly after the creation or acquisition of any Domestic Subsidiary or any Foreign Subsidiary that satisfies the definition of Subsidiary Guarantor (and, in any event, within thirty (30) days after such creation or acquisition; provided that the Administrative Agent at may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the time that (iconsent of the Required Lenders) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart duly executed supplement to the Guaranty and Security Agreement, a joinder to each of the Subsidiary Guaranty or Intercreditor Agreements and such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Security Document, (biii) deliver to the Administrative Agent such opinions, documents of the types and certificates referred to in clauses (iii) and Section 4.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of Section 4.01(asuch Person, (v) and favorable opinions of counsel deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (which shall cover, among vi) deliver to the Administrative Agent such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify GEO shall notify the Administrative Agent at the time that of (i) any Person becomes each redesignation of an Unrestricted Subsidiary as a Domestic Restricted Subsidiary (except for Immaterial Subsidiariesin accordance with Section 5.09(c) or below and (ii) each creation or acquisition of any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and (unless such Subsidiary has been designated as an Unrestricted Subsidiary pursuant to Section 5.09(d)) promptly thereafter (and in any event within 30 daysdays thereafter), in each of the cases referred to in the foregoing clauses (i) and (ii) of this sentence, cause such Person Subsidiary (other than a Foreign Subsidiary) to (aA) become a Subsidiary Guarantor “Guarantor” by executing and delivering to the Administrative Agent a counterpart of supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (bB) deliver to the Administrative Agent documents a duly executed Joinder Agreement and comply with the terms of each Security Document, (C) take such action (including delivering certificates and transfer powers in respect of Equity Interests) and executing and delivering (as applicable) such UCC financing statements and account control agreements) as shall be necessary to create and perfect valid and enforceable Liens on substantially all of the types referred to in clauses personal property (iii) and (ivother than Excluded Property) of such Subsidiary as collateral security for the obligations of such Subsidiary under the Loan Documents subject to no Liens other than Liens permitted by Section 4.01(a6.02, (D) and favorable take all actions with respect to all Material Real Property owned or leased by such Subsidiary required by Section 5.10 (as if such Material Real Property had been acquired by a Subsidiary), (E) deliver to the Administrative Agent such proof of corporate action, incumbency of officers, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (aA), (B), (C) and (D) of this sentence) and other documents as is consistent with those delivered by GEO pursuant to Section 4.01 on the Second Restatement Effective Date or pursuant to Section 4.01 of the Existing Credit Agreement on the First Restatement Effective Date, as applicable, and (F) deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify The Borrower Agent shall notify the Administrative Agent at the time that within ten (i10) Business Days after it makes an Investment in any Person Subsidiary or, within ten (10) Business Days after it creates an entity which is or becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and promptly thereafter (and in any event within 30 thirty (30) days), cause such Person (other than a Foreign Subsidiary) to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) take all such action and execute such agreements, documents and instruments, including execution and delivery of a counterpart signature page to the Security Agreement and execution and delivery of such other Security Documents, that may be necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest and Lien in any Collateral owned by such new Subsidiary (having the priority set forth in the Intercreditor Agreement) and (biii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSection 3. 1(a)(8) and (iv) of Section 4.01(a) and and, if reasonably requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (a)i) and (ii) of this subsection), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein set forth herein, no Subsidiary of Holdings may guarantee (or in any other be a borrower under) the Revolving Loan DocumentFacility that does not also guarantee the Obligations (or is a Borrower hereunder); provided, that, notwithstanding the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))foregoing, to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target SubsidiariesEWGS, the delivery of such items will not be conditions to the availability of the Term Loan but instead Eddi, GSD and Sunblaster Canada shall be required permitted to be delivered not later than 30 days following a borrower under the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)Revolving Loan Facility.

Additional Subsidiary Guarantors. Notify Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which financial statements have been delivered pursuant to Section 8(a)(i) and any Person (other than the Lessee) qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Subsidiary” in accordance with the calculations in such financial statements, the Parent Guarantor shall provide the Administrative Agent at the time that (i) any Person becomes a Domestic with written notice thereof and shall cause each such Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (execute and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to in clauses (iii) which such Subsidiary agrees to be bound by the terms and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other thingsprovisions thereof, the legalityGuaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, validity, binding effect other organizational or constitutional documentation and enforceability of legal opinions as may be reasonably requested by the documentation referred Administrative Agent (with any such opinion so requested to be in clause (a)), all in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent but, in any case, limited to the types of matters covered in any legal opinion delivered pursuant to Article VI of the Participation Agreement). Each guarantor and each borrower under the Bank Credit Agreement that is a Domestic Subsidiary (and not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any of clauses (a) through (e) of the definition thereof) shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Operative Document, the Borrower no Excluded Subsidiary shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 be required to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify The Company will cause each Subsidiary which is required by the Administrative Agent at terms of the time that Bank Credit Agreement to become a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (iconcurrently with such Subsidiary becoming a party to the Bank Credit Agreement or the execution and delivery of any such guarantee pursuant to the Bank Credit Agreement) any Person becomes a Domestic the following items: (a) in the case of the initial Subsidiary Guarantor (except for Immaterial Subsidiariesif any) or (ii) any Domestic to become so obligated, the Subsidiary ceases to be an Immaterial Subsidiary, Guaranty and, in the case of each casesubsequent Subsidiary Guarantor, promptly thereafter (and a joinder agreement in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart respect of the Subsidiary Guaranty or (or, if no Subsidiary Guaranty is in effect at such other document as the Administrative Agent shall deem appropriate for such purposetime, and then a Subsidiary Guaranty); (b) deliver a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the Administrative Agent documents effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability holders of the documentation referred to in clause (a)), all in form, content and scope reasonably Notes satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))Required Holders, to the extent effect that the items described Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in Section 4.03(f) are not delivered on accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the American Railcar Acquisition Closing Date with respect enforcement of creditors’ rights generally and by general equitable principles, provided that such opinion may be limited to the Target Subsidiaries, the delivery of such items will not be conditions to the availability laws of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)State of North Carolina.