Common use of Certain Subsidiaries to Join in Guaranty Clause in Contracts

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary which is not an Immaterial Subsidiary that is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 days, cause such Subsidiary to deliver to the Administrative Agent, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (c) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, and (d) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.09, and the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all of the actions referred to in Section 6.09.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary which is not or Resulting Company (other than an Excluded Subsidiary or Immaterial Subsidiary Subsidiary) that is not already a party to the Guaranty, or if any Domestic Subsidiary no longer meets the requirements of an Excluded Subsidiary or Immaterial Subsidiary, such Credit Party will promptly, but in any event within 30 daysdays (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, (a) an executed Guaranty or a Guaranty Supplement (as defined in the Guaranty)joinder thereto, duly executed by such Domestic SubsidiarySubsidiary or Resulting Company, pursuant to which such Domestic Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (c) resolutions of the Board of Directors or equivalent governing body of such Domestic SubsidiarySubsidiary or Resulting Company, certified by the Secretary or an Assistant Secretary of such Domestic SubsidiarySubsidiary or Resulting Company, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary or Resulting Company is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (dc) all such documents, instruments, agreements, and certificates as are similar to the extent required by Section 6.09those described in ‎Section 6.10. In the event that any Person becomes a Foreign Subsidiary CFC of the Borrower, Borrower and the ownership interests of such Foreign Subsidiary CFC are owned by the Borrower, Borrower or by any Domestic Subsidiary or any other Subsidiary Guarantor thereofGuarantor, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.09‎‎Section 6.10, and the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all of the actions referred to in Section 6.09required under ‎Section 6.10.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary which that is not an Immaterial Excluded Subsidiary that and is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 daysforty-five (45) days or such longer period as the Administrative Agent may in its discretion agree, (a) cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined guaranty supplement, substantially in the form attached as Exhibit I to the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (cii) resolutions of the Board board of Directors directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10 and (b) deliver to the Collateral Agent all certificates, if any, representing the Capital Stock of such Subsidiary, and other instruments, in each case required to be delivered by such Credit Party pursuant to the terms of the applicable Security Document, together with appropriate instruments of transfer duly executed in blank. Furthermore, the Parent Borrower shall take, or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such Domestic Subsidiary opinions of counsel (including local counsel) as may be reasonably requested by the Administrative Agent in connection with the execution and delivery of any such guaranty supplement or other Subsidiary Guarantor joinder, which shall be in form and substance reasonably satisfactory to take, all of the actions referred to in Section 6.09Administrative Agent.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing ThirdFifth Amendment Effective Date, any Credit Party acquires, creates or has any Domestic Subsidiary which that is not an Immaterial Excluded Subsidiary that and is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 daysforty-five (45) days (or such longer period as the Administrative Agent may in its reasonable discretion agree), (a) cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined guaranty supplement, substantially in the form attached as Exhibit I to the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (cii) resolutions of the Board board of Directors directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10 and (b) deliver to the Collateral Agent all certificates, if any, representing the Capital Stock of such Subsidiary, and other instruments, in each case required to be delivered by such Credit Party pursuant to the terms of the applicable Security Document, together with appropriate instruments of transfer duly executed in blank. Furthermore, the Parent Borrower shall take, or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such Domestic Subsidiary opinions of counsel (including local counsel) as may be reasonably requested by the Administrative Agent in connection with the execution and delivery of any such guaranty supplement or other Subsidiary Guarantor joinder, which shall be in form and substance reasonably satisfactory to take, all of the actions referred to in Section 6.09Administrative Agent.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary which is not an Immaterial Subsidiary that is not already a party to the GuarantyGuaranty (other than an Excluded Subsidiary), such Credit Party will promptly, but in any event within 30 days60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (c) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (dc) all such documents, instruments, agreements, and certificates as are similar to the extent required by those described in Section 6.096.10. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, Borrower or by any Domestic Subsidiary or any other Subsidiary Guarantor thereofGuarantor, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10, and the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all of the actions referred to in Section 6.096.10.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary which that is not an Immaterial Excluded Subsidiary that and is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 days45 days or such longer period as the Administrative Agent may agree, (a) cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined guaranty supplement, substantially in the form attached as Exhibit I to the Guaranty), duly executed by such Domestic Subsidiary, Table of Contents pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (cii) resolutions of the Board board of Directors directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10 and (b) deliver to the Collateral Agent all certificates, if any, representing the Capital Stock of such Subsidiary, and other instruments, in each case required to be delivered by such Credit Party pursuant to the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all terms of the actions referred to applicable Security Document, together with appropriate instruments of transfer duly executed in Section 6.09blank.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary which is not an Immaterial Subsidiary that is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 dayssubject to Section 6.10(b), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement Joinder Agreement (as defined modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, a “Joinder Agreement”), substantially in the Guaranty)form attached hereto as Exhibit J, pursuant to which such Subsidiary shall become a party to this Agreement, the Security Agreement, the Intercompany Subordination Agreement among the existing Credit Parties and the Administrative Agent and the Master Intercompany Note, duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (c) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, supplement Joinder Agreement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (dc) all such documents, instruments, agreements, and certificates as are similar to the extent required by those described in Section 6.096.10. In the event that any Person becomes a Foreign Subsidiary of the any Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, such Borrower or by any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the such Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10, and the such Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all of the actions referred to in Section 6.096.10.

Certain Subsidiaries to Join in Guaranty. (a) In the event that at any time after the Closing Date, other than in connection with the Subsidiary Guarantor Contribution, any Credit Party acquires, creates or has any Domestic Subsidiary which is not an Immaterial Subsidiary that is not an Excluded Subsidiary and is not already a party Credit Party (including if any Subsidiary no longer constitutes, or is no longer deemed to the Guarantybe, an Excluded Subsidiary or if any Subsidiary that is not an Excluded Subsidiary becomes a Subsidiary) (such Subsidiary, a “New Subsidiary”), such Credit Party will promptly, but in any event within 30 daysdays (or such longer period as agreed by the Administrative Agent), cause such New Subsidiary to deliver to the Administrative Agent, (ai) a supplement or joinder to each of the Guaranty Supplement (as defined in the Guaranty)and Security Agreement, duly executed by such Domestic New Subsidiary, pursuant to which such Domestic New Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in and the Security Agreement as a grantor guarantor, pledgor or grantor, as applicable, thereunder, (cii) resolutions of the Board of Directors or equivalent governing body of such Domestic SubsidiaryNew Subsidiary (including a managing member), certified by the Secretary or an Assistant Secretary of such Domestic New Subsidiary (or such other officer or Person authorized by the Organizational Documents to sign on such New Subsidiary’s behalf), as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, supplement or joinder and the other Loan Documents to which such Domestic New Subsidiary is or will be a party, together with such other corporate or other applicable documentation and and, unless such requirement is waived by the Administrative Agent, an opinion of counsel counsel, as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent (it being agreed that documents substantially similar to those delivered pursuant to Section 4.01 shall be satisfactory) and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.11, if required pursuant to such Section, provided that a New Subsidiary shall not be required to take any of the foregoing actions to the extent it is prohibited from so doing pursuant to the terms of any agreement to which such Person is a party prior to it becoming a New Subsidiary, provided further that, in the event such New Subsidiary is released from the relevant restrictions, the Borrower will, and the Borrower shall takewill cause each of its Subsidiaries to, or shall take such action to cause such Domestic New Subsidiary or other to become a “Subsidiary Guarantor Guarantor” hereunder in accordance with this Section 6.10. Notwithstanding the foregoing, for the avoidance of doubt, the entry by the Effective Date Subsidiary Guarantors into the Guaranty shall be a condition precedent to take, all of the actions referred to in Section 6.09Effective Date.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary which that is not an Immaterial Excluded Subsidiary that (other than an Excluded Subsidiary solely as a result of clause (h) of the definition of “Excluded Subsidiary”) and is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 daysdays (or 45 days for any Subsidiary that is not a U.S. Subsidiary) or such longer period as the Administrative Agent may agree, (a) cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined guaranty supplement, substantially in the form attached as Exhibit I to the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (cii) resolutions of the Board board of Directors directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10 and (b) deliver to the Collateral Agent all certificates, if any, representing the Capital Stock of such Subsidiary, and other instruments, in each case required to be delivered by such Credit Party pursuant to the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all terms of the actions referred applicable Security Document, together with appropriate instruments of transfer duly executed in blank. For the avoidance of doubt, no Credit Party shall be required to cause a Subsidiary that is an Excluded CFC or a FSHCO to join in Section 6.09the Guaranty in respect of any obligation of the US Borrower in its capacity as a Borrower, (or any guarantee of such obligation).

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary which that is not an Immaterial Excluded Subsidiary that and is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 daysforty-five (45) days (or sixty (60) days for any Subsidiary that is not a U.S. Subsidiary) or such longer period as the Administrative Agent may agree, (a) cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined guaranty supplement, substantially in the form attached as Exhibit I to the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (cii) resolutions of the Board board of Directors directors or equivalent governing body of such Domestic SubsidiarySubsidiary or, in the case of a partnership, its general partner, certified by the Secretary or an Assistant Secretary Authorized Officer of such Domestic SubsidiarySubsidiary or, in the case of a partnership, its general partner, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10 and (b) deliver to the Collateral Agent all certificates, if any, representing the Capital Stock of such Subsidiary, and other instruments, in each case required to be delivered by such Credit Party pursuant to the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all terms of the actions referred applicable Security Document, together with appropriate instruments of transfer duly executed in blank. For the avoidance of doubt, no Credit Party shall be required to cause a Subsidiary that is (i) an Excluded CFC, (ii) any direct or indirect Subsidiary of a Subsidiary that is an Excluded CFC, (iii) a FSHCO or (iv) any Subsidiary to the extent that the provision of any guarantee by such Subsidiary would result in Section 6.09adverse tax consequences (as reasonably determined by the Parent Borrower in consultation with the Administrative Agent) to join in the Guaranty in respect of any obligation of a US Borrower in its capacity as a Borrower, (or any guarantee of such obligation).

Certain Subsidiaries to Join in Guaranty. (a) In the event that at any time after the Closing Date, other than in connection with the Subsidiary Guarantor Contribution, any Credit Party acquires, creates or has any Domestic Subsidiary which is not an Immaterial Subsidiary that is not an Excluded Subsidiary and is not already a party Credit Party (including if any Subsidiary no longer constitutes, or is no longer deemed to the Guarantybe, an Excluded Subsidiary or if any Subsidiary that is not an Excluded Subsidiary becomes a Subsidiary) (such Subsidiary, a “New Subsidiary”), such Credit Party will promptly, but in any event within 30 daysdays (or such longer period as agreed by the Administrative Agent), cause such New Subsidiary to deliver to the Administrative Agent, (ai) a supplement or joinder to each of the Guaranty Supplement (as defined in the Guaranty)and Security Agreement, duly executed by such Domestic New Subsidiary, pursuant to which such Domestic New Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in and the Security Agreement as a grantor guarantor, pledgor or grantor, as applicable, thereunder, (cii) resolutions of the Board of Directors or equivalent governing body of such Domestic SubsidiaryNew Subsidiary (including a managing member), certified by the Secretary or an Assistant Secretary of such Domestic New Subsidiary (or such other officer or Person authorized by the Organizational Documents to sign on such New Subsidiary’s behalf), as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, supplement or joinder and the other Loan Documents to which such Domestic New Subsidiary is or will be a party, together with such other corporate or other applicable documentation and and, unless such requirement is waived by the Administrative Agent, an opinion of counsel counsel, as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent (it being agreed that documents substantially similar to those delivered pursuant to ‎Section 4.01 shall be satisfactory) and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.09‎Section 6.11, if required pursuant to such Section, provided that a New Subsidiary shall not be required to take any of the foregoing actions to the extent it is prohibited from so doing pursuant to the terms of any agreement to which such Person is a party prior to it becoming a New Subsidiary, provided further that, in the event such New Subsidiary is released from the relevant restrictions, the Borrower will, and the Borrower shall takewill cause each of its Subsidiaries to, or shall take such action to cause such Domestic New Subsidiary or other to become a “Subsidiary Guarantor Guarantor” hereunder in accordance with this ‎Section 6.10. Notwithstanding the foregoing, for the avoidance of doubt, the entry by the Effective Date Subsidiary Guarantors into the Guaranty shall be a condition precedent to take, all of the actions referred to in Section 6.09Effective Date.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing ClosingThird Amendment Effective Date, any Credit Party acquires, creates or has any Domestic Subsidiary which that is not an Immaterial Excluded Subsidiary that and is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 daysforty-five (45) days (or such longer period as the Administrative Agent may in its reasonable discretion agree), (a) cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined guaranty supplement, substantially in the form attached as Exhibit I to the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (cii) resolutions of the Board board of Directors directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10 and (b) deliver to the Collateral Agent all certificates, if any, representing the Capital Stock of such Subsidiary, and other instruments, in each case required to be delivered by such Credit Party pursuant to the terms of the applicable Security Document, together with appropriate instruments of transfer duly executed in blank. Furthermore, the Parent Borrower shall take, or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such Domestic Subsidiary opinions of counsel (including local counsel) as may be reasonably requested by the Administrative Agent in connection with the execution and delivery of any such guaranty supplement or other Subsidiary Guarantor joinder, which shall be in form and substance reasonably satisfactory to take, all of the actions referred to in Section 6.09Administrative Agent.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary which is not an Immaterial Subsidiary that is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 days, cause such Subsidiary to deliver to the Administrative Agent, (a) a Guaranty Supplement (as defined in the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (c) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, and (d) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.09, and and, to the extent required, the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all of the actions referred to in Section 6.09.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary which is not or Resulting Company (other than an Excluded Subsidiary or Immaterial Subsidiary Subsidiary) that is not already a party to the Guaranty, or if any Domestic Subsidiary no longer meets the requirements of an Excluded Subsidiary or Immaterial Subsidiary, such Credit Party will promptly, but in any event within 30 daysdays (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, (a) an executed Guaranty or a Guaranty Supplement (as defined in the Guaranty)joinder thereto, duly executed by such Domestic SubsidiarySubsidiary or Resulting Company, pursuant to which such Domestic Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (c) resolutions of the Board of Directors or equivalent governing body of such Domestic SubsidiarySubsidiary or Resulting Company, certified by the Secretary or an Assistant Secretary of such Domestic SubsidiarySubsidiary or Resulting Company, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary or Resulting Company is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (dc) all such documents, instruments, agreements, and certificates as are similar to the extent required by those described in Section 6.096.10. In the event that any Person becomes a Foreign Subsidiary CFC of the Borrower, Borrower and the ownership interests of such Foreign Subsidiary CFC are owned by the Borrower, Borrower or by any Domestic Subsidiary or any other Subsidiary Guarantor thereofGuarantor, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.09‎Section 6.10, and the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all of the actions referred to in required under Section 6.096.10.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary which is not or Resulting Company (other than an Excluded Subsidiary or Immaterial Subsidiary Subsidiary) that is not already a party to the GuarantySecurity Agreement, such Credit Party will promptly, but in any event within 30 days20 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, (a) an executed Guaranty or a Guaranty Supplement (as defined in the Guaranty)joinder thereto, duly executed by such Domestic SubsidiarySubsidiary or Resulting Company, pursuant to which such Domestic Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (c) resolutions of the Board of Directors or equivalent governing body of such Domestic SubsidiarySubsidiary or Resulting Company, certified by the Secretary or an Assistant Secretary of such Domestic SubsidiarySubsidiary or Resulting Company, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary or Resulting Company is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (dc) all such documents, instruments, agreements, and certificates as are similar to the extent required by those described in Section 6.096.10. In the event that any Person becomes a Foreign Subsidiary CFC of the Borrower, Borrower and the ownership interests of such Foreign Subsidiary CFC are owned by the Borrower, Borrower or by any Domestic Subsidiary or any other Subsidiary Guarantor thereofGuarantor, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10, and the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all of the actions referred to in required under Section 6.096.10.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Third Amendment Effective Date, any Credit Party acquires, creates or has any Domestic Subsidiary which that is not an Immaterial Excluded Subsidiary that and is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 daysforty-five (45) days (or such longer period as the Administrative Agent may in its reasonable discretion agree), (a) cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined guaranty supplement, substantially in the form attached as Exhibit I to the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (cii) resolutions of the Board board of Directors directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10 and (b) deliver to the Collateral Agent all certificates, if any, representing the Capital Stock of such Subsidiary, and other instruments, in each case required to be delivered by such Credit Party pursuant to the terms of the applicable Security Document, together with appropriate instruments of transfer duly executed in blank. Furthermore, the Parent Borrower shall take, or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such Domestic Subsidiary opinions of counsel (including local counsel) as may be reasonably requested by the Administrative Agent in connection with the execution and delivery of any such guaranty supplement or other Subsidiary Guarantor joinder, which shall be in form and substance reasonably satisfactory to take, all of the actions referred to in Section 6.09Administrative Agent.

Certain Subsidiaries to Join in Guaranty. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Domestic Subsidiary which that is not an Immaterial Excluded Subsidiary that and is not already a party to the Guaranty, such Credit Party will promptly, but in any event within 30 daysforty-five (45) days or such longer period as the Administrative Agent may in its discretion agree, (a) cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined guaranty supplement, substantially in the form attached as Exhibit I to the Guaranty), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Guaranty as a guarantor thereunder, (b) a Security Agreement Joinder (as defined in the Security Agreement), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Security Agreement as a grantor thereunder, (cii) resolutions of the Board board of Directors directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder, joinder supplement and the other Loan Documents to which such Domestic Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (diii) all such documents, instruments, agreements, and certificates to the extent required by Section 6.09. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower, any Domestic Subsidiary or any other Subsidiary Guarantor thereof, the Borrower shall, or shall cause such Domestic Subsidiary or any other Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.096.10 and (b) deliver to the Collateral Agent all certificates, if any, representing the Capital Stock of such Subsidiary, and other instruments, in each case required to be delivered by such Credit Party pursuant to the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all terms of the actions referred to applicable Security Document, together with appropriate instruments of transfer duly executed in Section 6.09blank.