Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person (a) if such Person is a (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

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 and, in each case, promptly thereafter (and in any event within 30 days), cause such Person to (a) if such Person is a (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary cannot that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor for all 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 Obligations without adverse tax consequences, Term Loan but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement instead shall be a Subsidiary Guarantorrequired 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 any Person becomes a Subsidiary, meets the criteria set forth in clause (b) or (c) of the definition of the term “Subsidiary 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 be satisfied. Notwithstanding the foregoing, the Company may designate a Subsidiary not meeting the criteria set forth in clause (ab) if such Person is or (c) of the definition of the term “Subsidiary Guarantor” as a Subsidiary Guarantor; provided that (i) a Foreign the Collateral and Guarantee Requirement with respect to such Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Companyshall have been, or concurrently therewith shall be, satisfied, (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement be true and correct and no Default shall occur or be a Subsidiary Guarantorcontinuing.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time The Obligors shall cause any Wholly-Owned Subsidiary of KCMH that any Person becomes is a Domestic Subsidiary, and promptly thereafter (and in other than any event within 30 days), cause such Person (a) if such Person is a (i) Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a Subsidiary “Guarantor, on a joint ” and several basis with all other Subsidiaries Guarantorsan “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a counterpart Guarantee Assumption Agreement in the form of the Subsidiary Guaranty or such other document Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as the Administrative Agent shall deem appropriate for such purpose, and (b) to deliver to the Administrative Agent documents of the types referred to in clauses (iii) said Exhibit 1). Accordingly, upon the execution and (iv) delivery of Section 4.01(a) any such Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary shall automatically and favorable opinions immediately, and without any further action on the part of counsel any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and be a reference to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Person (which shall coverGuaranteed Assumption Agreement. In addition, among other thingsupon the execution and delivery of any such Guarantee Assumption Agreement, the legalitynew Guarantor makes the representations and warranties set forth in Section 3 hereof. Notwithstanding the foregoing, validitynone of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, binding effect the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and enforceability adversely affect the ability of the documentation referred such Subsidiary to in clause (a))comply with applicable Laws and regulations, all in form, content and scope reasonably satisfactory to the Administrative Agent. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary GuarantorGuarantor under this Agreement.

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 with written notice thereof and shall cause each such Subsidiary to execute and deliver to the time Administrative Agent the Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, the Guaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, other organizational or constitutional documentation and legal opinions as may be reasonably requested by the Administrative Agent (with any such opinion so requested to be in form and substance reasonably satisfactory to the Administrative Agent 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 any Person becomes is a Subsidiary, and promptly thereafter Domestic Subsidiary (and in not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any event within 30 days), cause such Person of clauses (a) if such Person is a through (id) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences of the definition thereof) shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the Companycontrary in any Operative Document, or (ii) a Domestic no Excluded Subsidiary shall be required to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

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 with written notice thereof and shall cause each such Subsidiary to execute and deliver to the time Administrative Agent the Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, the Guaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, other organizational documentation and legal opinions as may be reasonably requested by the Administrative Agent (with any such opinion so requested to be in form and substance reasonably satisfactory to the Administrative Agent 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 any Person becomes is a Subsidiary, and promptly thereafter Domestic Subsidiary (and in not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any event within 30 days), cause such Person of clauses (a) if such Person is a through (id) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences of the definition thereof) shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the Companycontrary in any Operative Document, or (ii) a Domestic no Excluded Subsidiary shall be required to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

Additional Subsidiary Guarantors. Notify the Administrative Agent at of a change in circumstances and of the time creation or acquisition of any Domestic Subsidiary, in each case to the extent resulting in a Domestic Subsidiary that any Person becomes is a SubsidiaryMaterial Domestic Subsidiary (and not already a Subsidiary Guarantor) or a Domestic Subsidiary that is otherwise required to be a Subsidiary Guarantor pursuant to paragraph (a) above, 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 (a) if such Person is a to (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

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, as such time period may be extended by the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), its sole discretion) cause such Person (a) if such Person is a to (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, by executing and delivering to the Administrative Agent a counterpart of duly executed supplement to the Subsidiary Guaranty or and Security Agreement, a joinder to the ABL Intercreditor Agreement 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes a SubsidiaryThe Borrower will, and promptly thereafter 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 Borrower are Subsidiary Guarantors (and, thereby, "Obligors") hereunder and to pledge and grant to the Agent for the benefit of the 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 effect of the Security Documents, mutatis mutandis, and otherwise reasonably satisfactory to the Lenders and the Agent. Without limiting the generality of the foregoing, in the event that the Borrower or any event within 30 days)of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof, the Borrower or the respective Subsidiary will cause such Person (a) if such Person is a (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic new Subsidiary to become a "Subsidiary Guarantor" (and, on a joint thereby, an "Obligor") hereunder and several basis with all other Subsidiaries Guarantors, by executing to pledge and delivering grant to the Administrative Agent a counterpart for the Credit Agreement benefit of the Subsidiary Guaranty or such other document as Lenders a security interest on all of its 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) to 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 Agent. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all Lenders 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 Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of Restatement Effective Date or as any Lender or the Obligations without such tax consequences, then such Foreign Subsidiary Agent shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantorhave requested.

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 any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), consent of the Required Lenders) cause such Person (a) if such Person is a to (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

Additional Subsidiary Guarantors. Notify the Administrative Agent Lender at the time that any Person becomes Person, following the Closing Date, qualifies as a SubsidiarySubsidiary Guarantor, and promptly thereafter (and in any event within 30 daysdays after such notification), cause such Person (a) if such Person is a (i) a Foreign Subsidiary which may such Person to become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary GuarantorLender.

Additional Subsidiary Guarantors. Notify Upon the Administrative Agent at the time that creation of any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days)Wholly-Owned Domestic Subsidiary permitted by this Agreement, cause to be executed and delivered to the Agent within ten (10) Business Days after the creation of such Person Wholly-Owned Domestic Subsidiary incorporated or organized in the United States, (a) if such Person is a (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences the supplement to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or attached as Exhibit F hereto executed by such other document as the Administrative Agent shall deem appropriate for such purposenew Wholly-Owned Domestic Subsidiary, and (b) to deliver the supplement to the Administrative Agent Intercompany Subordination Agreement attached hereto as Exhibit H hereto executed by such Wholly-Owned Domestic Subsidiary, (c) the closing documents and certificates required of each of the types referred Credit Parties pursuant to Section 6.2(d) hereof with respect to such new Wholly-Owned Domestic Subsidiary; provided, that upon the written request of the Borrower, the Required Lenders, in clauses (iii) their sole discretion, may waive the requirement that an opinion of counsel be delivered with respect to such new Subsidiary and (ivd) of Section 4.01(a) and favorable opinions of counsel to such Person (which other documents reasonably requested by the Agent in order that such Subsidiary 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for bound by all of the Obligations without adverse tax consequencesterms, but can become a covenants and agreements contained in the Subsidiary Guarantor for a portion Guaranty. Upon satisfaction of the Obligations without conditions set forth in this Section 9.11, each such tax consequences, then such Foreign Wholly-Owned Domestic Subsidiary shall become a Subsidiary Guarantor for only under the Subsidiary Guaranty and a Credit Party hereunder, as of such portion of the Obligations which will not result in adverse tax consequences to the Companydate, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantoras if an original signatory thereto.

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 any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), consent of the Required Lenders) cause such Person (a) if such Person is a to (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

Additional Subsidiary Guarantors. Notify The Borrower Agent shall notify the Administrative Agent at the time that within ten (10) 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 Subsidiary, and promptly thereafter (and in any event within 30 thirty (30) days), cause such Person (aother than a Foreign Subsidiary) if such Person is a to (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If Notwithstanding anything to the contrary set forth herein, no Subsidiary of Holdings may guarantee (or be a Foreign Subsidiary canborrower under) the Revolving Loan Facility that does not become a Subsidiary Guarantor for all of also guarantee the Obligations without adverse tax consequences(or is a Borrower hereunder); provided, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of notwithstanding the Private Placement foregoing, EWGS, Eddi, GSD and Sunblaster Canada shall be permitted to be a Subsidiary Guarantorborrower under the Revolving Loan Facility.

Additional Subsidiary Guarantors. Notify The Borrower Agent shall notify the Administrative Agent at the time that within ten (10) 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 Subsidiary, and promptly thereafter (and in any event within 30 thirty (30) days), cause such Person (aother than a Foreign Subsidiary) if such Person is a to (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If Notwithstanding anything to the contrary set forth herein, no Subsidiary of Holdings may guarantee (or be a Foreign Subsidiary canborrower under) the Revolving Loan Facility that does not become a Subsidiary Guarantor for all of also guarantee the Obligations without adverse tax consequences(or is a Borrower hereunder); provided, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of notwithstanding the Private Placement foregoing, EWGS, Eddi, GSD and Sunblaster Canada shall be permitted to be a Subsidiary Guarantorborrower under the Revolving Loan Facility.

Additional Subsidiary Guarantors. Notify Upon delivery of the Administrative Agent at annual financial statements for the time that any Person becomes a SubsidiaryFiscal Year ending September 30, 2011 and promptly upon delivery of the annual financial statements for each subsequent Fiscal Year ending thereafter (and in any event within 30 daysas required under Section 6.01(a), cause any new or existing subsidiary of the Company which is a Significant Subsidiary (other than any Foreign Holding Company) as of the end of such Person Fiscal Year and which is not already a Subsidiary Guarantor to (a) if such Person is a (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to upon the request of the Administrative Agent, 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 in-house 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. If a Foreign Subsidiary cannot become a Any Subsidiary Guarantor for all that is no longer a Significant Subsidiary as of the Obligations without adverse tax consequencesend of such Fiscal Year shall be, but can become a notwithstanding any other provision in the Subsidiary Guaranty to the contrary, automatically released from the Subsidiary Guaranty. Upon release of any Subsidiary Guarantor for a portion pursuant to the preceding sentence or pursuant to the terms of the Obligations without Subsidiary Guaranty, the Administrative Agent shall execute such tax consequences, then other documentation as is reasonably requested by the Company to evidence such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantorrelease.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes one or more Persons constitutes a SubsidiaryMaterial Domestic Subsidiary (other than a Foreign Subsidiary Holdco), and 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), by (a) if such Person is a (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If ; 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 cannot become Holdco) solely as a Subsidiary Guarantor for all result of it having been acquired through an Acquisition occurring after the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequencesClosing Date, 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 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 to become a Guarantor in accordance with the preceding clauses (a) and (b) of this Section 6.14. Each Loan Party agrees to take all actions necessary to promptly pledge to the Administrative Agent for only such portion the benefit of the Obligations which will not result Secured Parties all Equity Interests owned by it of each Guarantor joined pursuant to this Section 6.14, including without limitation the delivery of all certificates representing such Equity Interests, accompanied by undated stock powers duly executed in adverse tax consequences blank, and effecting any necessary or advisable amendments to the Company, provided however that, any Foreign Subsidiary that is a guarantor of Pledge and Security Agreement and/or the Private Placement shall be a Subsidiary GuarantorSchedules thereto to evidence such 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 with written notice thereof and shall cause each such Subsidiary to execute and deliver to the time Administrative Agent the Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, the Guaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, other organizational or constitutional documentation and legal opinions as may be reasonably requested by the Administrative Agent (with any such opinion so requested to be in form and substance reasonably satisfactory to the Administrative Agent 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 any Person becomes is a Subsidiary, and promptly thereafter Domestic Subsidiary (and in not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any event within 30 days), cause such Person of clauses (a) if such Person is a through (ie) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences of the definition thereof) shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the Companycontrary in any Operative Document, or (ii) a Domestic no Excluded Subsidiary shall be required to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

Additional Subsidiary Guarantors. Notify In the Administrative Agent at the time event that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person (aother than Immaterial Subsidiaries) if such Person is a (i) becomes a Foreign wholly-owned (directly or indirectly) Material Domestic Subsidiary which may become after the Closing Date pursuant to an acquisition (whether of stock or assets) or merger, or as a Subsidiary Guarantor without adverse tax consequences result of the creation of such Person and a transfer to the Companysuch Person of any property or assets, or (ii) that is an existing Subsidiary (other than the Investment Subsidiary) becomes a Material Domestic Subsidiary, the Parent Borrower shall promptly, if such Person as a result of such acquisition, merger, or creation and transfer conducts a substantial portion of the business of the Parent Borrower and its Subsidiaries, or otherwise within 45 days after the end of the fiscal quarter in which such Person becomes a Material Domestic Subsidiary, cause such Material Domestic Subsidiary to become a Subsidiary Guarantor, on a joint Guarantor by execution and several basis with all other Subsidiaries Guarantors, by executing and delivering delivery of an assumption agreement to the Administrative Agent a counterpart Guarantee and by delivery of the Subsidiary Guaranty or such other document documentation as the Administrative Agent shall deem appropriate for may reasonably request in connection therewith, including, without limitation, certified resolutions of such purposeMaterial Domestic Subsidiary, certified organizational and (b) to deliver to the Administrative Agent authorizing 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))Material Domestic Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent. If ; provided, however, that no such Person which becomes a Foreign Material Domestic Subsidiary cannot shall be required to become a Subsidiary Guarantor for all if the incurrence of such obligation would violate any material agreement binding on such Person and in existence on the Obligations without adverse tax consequences, but can become date of such Person becoming a Material Domestic Subsidiary Guarantor for a portion of the Obligations without or any law or regulation applicable to such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary GuarantorPerson.

Additional Subsidiary Guarantors. Notify (a) Subject to guarantee limitations customary in foreign jurisdictions with respect to Foreign Subsidiaries on and after the Administrative Agent at date hereof, the time Company will cause each of the Company’s Subsidiaries that any Person becomes a Subsidiary, and is not an Excluded Subsidiary to promptly thereafter (and but in any event within 30 days), cause such Person (a) if such Person is a (i) thirty (30) calendar days (or such later date as may be agreed by the Required Holders in their reasonable discretion) in the case of a Domestic Subsidiary and (ii) seventy-five (75) calendar days in the case of a Foreign Subsidiary, in each such case of (x) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition or formation of a Subsidiary which may become is not an Excluded Subsidiary) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be a Subsidiary Guarantor without adverse tax consequences under this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 18; provided, that such Subsidiary Guarantor shall deliver to the CompanyTrustee and the Collateral Agent an Opinion of Counsel. In addition, or (ii) a Domestic the Company shall cause each Subsidiary Guarantor to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, by executing and delivering party to the Administrative Agent a counterpart of the Subsidiary Guaranty or applicable Security Documents and take such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) actions required thereby to deliver grant to the Administrative Agent documents Collateral Agent, for the benefit 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 thingsitself, the legalityTrustee and the Holders, validity, binding effect and enforceability of the documentation referred to a perfected security interest in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If a Foreign Subsidiary cannot become a any Collateral held by such Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such and subject to Permitted Liens and subject to limitations customary in foreign jurisdictions with respect to Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary GuarantorSubsidiaries.

Additional Subsidiary Guarantors. Notify the Administrative Agent at of a change in circumstances and of the time creation or acquisition of any Domestic Subsidiary, in each case to the extent resulting in a Domestic Subsidiary that any Person becomes is a SubsidiaryMaterial Domestic Subsidiary (and not already a Subsidiary Guarantor) or a Domestic Subsidiary that is otherwise required to be a Subsidiary Guarantor pursuant to paragraph (a) above, 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 (a) if such Person is a to (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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 (h)(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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person to (a) if such Person is a (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign ; provided that any Domestic Subsidiary canthat constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without until such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences time as it ceases to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantoran 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 with written notice thereof and shall cause each such Subsidiary to execute and deliver to the time that Administrative Agent the Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, the Guaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, other organizational or constitutional documentation and legal opinions as may be reasonably requested by the Administrative Agent (with any Person becomes a Subsidiarysuch opinion so requested to be in form and substance reasonably satisfactory to the Administrative Agent but, and promptly thereafter (and in any event within 30 days)case, cause such Person (a) if such Person is a (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences limited to the Companytypes 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, or (ii) a Domestic subject to Section 17 hereof. Notwithstanding the foregoing, no Excluded Subsidiary shall be required to become a Subsidiary Guarantor. Regeneron Pharmaceuticals, on a joint Inc. Third Amended and several basis with all other Subsidiaries Guarantors, 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) to 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. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.Restated Guaranty