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 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 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 In the Administrative Agent at the time event that any Person becomes a Material Domestic Subsidiary (or is designated by the Borrower as, or is deemed designated as, a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”) or becomes a Borrowing Base Property Subsidiary, and whether pursuant to formation, acquisition or otherwise, the Borrower shall promptly thereafter (and and, in any event event, within 30 days)thirty (30) days after such formation, acquisition or other event, as such time period may be extended by the Administrative Agent in its sole discretion) (a) cause such Person (a) if such Person is a (i) a Foreign Subsidiary which may 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 a counterpart of duly executed supplement to the Subsidiary Guaranty or and the Security Agreement, (b) cause all of the issued and outstanding Equity Interests of such other document as Subsidiary Guarantor to be subject to a first priority, perfected Lien in favor of the Administrative Agent shall deem appropriate for such purposeto secure the Secured Obligations in accordance with the terms and conditions of, and subject to the exceptions set forth in, the Collateral Documents, subject in any case to Liens created under the Loan Documents, and restrictions on transfer imposed by applicable securities laws and other Liens permitted hereunder that arise by operation of law and (bx) to if any of such Equity Interests consist of certificated securities, deliver to the Administrative Agent documents the certificates representing such securities, in each case with appropriate endorsements or transfer powers, and (y) if any of such Equity Interests consist of uncertificated securities, enter into a control agreement with the issuer of such Equity Interests granting the Administrative Agent control (within the meaning of the types referred UCC) over such uncertificated securities, and (c) deliver to the Administrative Agent appropriate resolutions, other Organizational Documents and legal opinions as may be reasonably requested by the Administrative Agent, in clauses (iiieach case, in substantially the forms attached to such Loan Document or substantially similar to those documents delivered on the Effective Date pursuant to Section 4.01(a)(xi) and (iv) of Section 4.01(a) and favorable opinions of counsel xii), to such Person (the extent applicable, or which shall cover, among other things, the legality, validity, binding effect otherwise be in form and enforceability of the documentation referred to in clause (a)), all in form, content and scope substance 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 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. (a) Notify the Administrative Agent at the time that if any Person becomes a SubsidiaryMaterial Subsidiary within 45 days of such occurrence, and thereafter promptly thereafter (and in any event event, within 30 days), days of such notification) 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 provide an unconditional guaranty of the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, 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) to 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. If ; provided, that, in the case of any Material Subsidiary that is a Foreign Subsidiary cannot become a Subsidiary Guarantor for all Subsidiary, if, in the reasonable judgment of the Company, the unconditional guaranty of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then Borrower by such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in would cause material adverse tax consequences to the CompanyCompany and its Subsidiaries, provided however such Foreign Subsidiary shall provide an unconditional guaranty only to the extent as will not result in material adverse tax consequences to the 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 that is a guarantor of the Private Placement 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 a Subsidiary Guarantorexecuted and delivered to the Administrative Agent, the Guaranty or Guaranties and related documents required by this section concurrently with the consummation of such Acquisition.

Additional Subsidiary Guarantors. Notify If at any time from and after the Administrative Agent at Closing Date any Subsidiary shall guarantee the time that obligations of the Company or any Person becomes a Subsidiaryother Subsidiary under the Senior Credit Agreement or any Senior Security Document, and promptly thereafter (and then in any event within 30 days)such event, the Company shall cause such Person Subsidiary to promptly enter into a Guaranty of the Notes and, in connection therewith, shall deliver to each of the holders of the Notes (a) if such Person is a (i) a Foreign Subsidiary which may become an executed joinder agreement to a Subsidiary Guarantor without adverse tax consequences to the CompanyGuaranty Agreement, 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 all such certificates, resolutions, legal opinions and other related items in clauses (iii) form 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 substance satisfactory to the Administrative Agent. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all holders of the Obligations without adverse tax consequences, but can become a Subsidiary Guarantor for a portion Notes and (c) all such amendments to this Agreement as may reasonably be deemed necessary by the holders of the Obligations without Notes in order to reflect the existence of such tax consequencesadditional Guaranty. The holders of the Notes agree to release the obligations of any Subsidiary under any Subsidiary Guaranty Agreement to which it is a party upon the request of the Company if and to the extent the corresponding guaranty given pursuant to the Senior Credit Agreement is released and discharged, provided that no Default or Event of Default has occurred and is continuing, and provided, further, that in the event any Subsidiary shall again become obligated under or with respect to any previously discharged guaranty pursuant to the terms and provisions of such guaranty or the Senior Credit Agreement, then the obligations of such Foreign Subsidiary under such Subsidiary Guaranty Agreement shall become a Subsidiary Guarantor for only such portion ipso facto again benefit the holders 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 GuarantorNotes.

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 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 if any Person becomes a SubsidiaryMaterial Subsidiary within 45 days after such occurrence (or such longer period as the Administrative Agent may agree), and thereafter promptly thereafter (and in any event event, within 30 daysdays after such notification (or such longer period as the Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such Person to (a) if so long as such Person is a not an Excluded Subsidiary, (i) a Foreign Subsidiary which may become a Subsidiary Guarantor without adverse tax consequences to provide an unconditional guaranty of the Company, or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiaries Guarantors, Obligations of each Borrower by executing and delivering to the Administrative Agent a counterpart of or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate for such purposepurpose and (ii) if such Person is required to become or will become a Domestic Loan Party, duly execute and deliver to the Administrative Agent joinders and supplements to the Security Documents or additional agreements granting a security interest in the Collateral of such Domestic Loan Party, in each case in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing owned Equity Interests and other instruments), and (b) to deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such 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 Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such 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 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 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. If In addition to the foregoing, the Company may from time to time cause any Subsidiary that is not a Foreign Material Subsidiary cannot or a Designated Borrower to become a Subsidiary Guarantor for all by providing the documentation required under clauses (a) and (b) 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 this Section 6.13. If one or more Material Subsidiaries are created 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.connection 108 158477613_2174043865_5

Additional Subsidiary Guarantors. Notify Cause any Subsidiary of the Parent Borrower that (i) is a Direct Owner or an Indirect Owner with respect to any Qualified Asset, (ii) is not a Borrower or a Subsidiary Guarantor and (iii) becomes a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness (other than Pari Passu Obligations and Indebtedness arising under the Facilities), promptly (and, in any event, within five (5) Business Days or as otherwise agreed in the sole discretion of the Administrative Agent) after such incurrence, to become party to a Guarantee Agreement as a Guarantor and the Parent Borrower shall (x) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent at the time that any Person becomes a items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each such Subsidiary, (y) as 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 Companyextent requested by the Administrative Agent, 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 deliver to the Administrative Agent a counterpart favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning each such Subsidiary Guaranty or such other document and the Loan Documents as the Administrative Agent shall deem appropriate for such purpose, may reasonably request and (bz) to deliver to provide the Administrative Agent documents with the U.S. taxpayer identification number for each such Domestic Subsidiary and the unique identification number issued by its jurisdiction 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 organization 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 each such Foreign Subsidiary shall become a Subsidiary Guarantor for only and all documentation and other information concerning each 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 Administrative Agent or any Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; it being understood and agreed that any Real Property owned by such Subsidiary shall cease to be a Subsidiary GuarantorQualified Asset in the event that the requirements set forth in this Section 8.10 (and all other applicable requirements under this Agreement) are not satisfied or waived.