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 (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary or Resulting Company (other than an Excluded Subsidiary or Immaterial 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 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 joinder thereto, duly executed by such Subsidiary or Resulting Company, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary or Resulting Company, certified by the Secretary or an Assistant Secretary of such Subsidiary or Resulting Company, 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 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 and (c) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In the event that any Person becomes a CFC of the Borrower and the ownership interests of such CFC are owned by the Borrower or by any Guarantor, the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required 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 (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary or Resulting Company (other than which is not an Excluded Immaterial Subsidiary or Immaterial 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 days (or such later date as the Administrative Agent agrees to in its reasonable discretion)days, cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, (a) an executed a Guaranty or a joinder theretoSupplement (as defined in the Guaranty), duly executed by such Subsidiary or Resulting CompanyDomestic Subsidiary, 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 Subsidiary or Resulting CompanyDomestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary or Resulting CompanyDomestic 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 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 (cd) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10the extent required by Section 6.09. In the event that any Person becomes a CFC Foreign Subsidiary of the Borrower Borrower, and the ownership interests of such CFC Foreign Subsidiary are owned by the Borrower Borrower, any Domestic Subsidiary or by any Guarantorother 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 6.10Section 6.09, and the Borrower shall take, or shall cause such Domestic Subsidiary or other Subsidiary Guarantor to take, all of the actions required under ‎Section 6.10referred 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 or Resulting Company (other than that is not an Excluded Subsidiary or Immaterial Subsidiary) that and 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 forty-five (45) days (or such later date longer period as the Administrative Agent agrees to may in its reasonable discretion)discretion agree, (a) cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) an executed Guaranty or a joinder theretoguaranty supplement, substantially in the form attached as Exhibit I to the Guaranty, duly executed by such Subsidiary or Resulting CompanySubsidiary, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (bii) resolutions of the Board board of Directors directors or equivalent governing body of such Subsidiary or Resulting CompanySubsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Subsidiary or Resulting CompanySubsidiary, 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 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 and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In Section 6.10 and (b) deliver to the event that any Person becomes a CFC 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 or such other Credit Party shall cause to be delivered to the Administrative Agent and the ownership interests Collateral Agent such opinions of such CFC are owned counsel (including local counsel) as may be reasonably requested by the Borrower Administrative Agent in connection with the execution and delivery of any such guaranty supplement or by any Guarantorjoinder, which shall be in form and substance reasonably satisfactory to the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 6.10Administrative Agent.

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 or Resulting Company (other than an Excluded Subsidiary or Immaterial 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 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 joinder thereto, duly executed by such Subsidiary or Resulting Company, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary or Resulting Company, certified by the Secretary or an Assistant Secretary of such Subsidiary or Resulting Company, 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 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 and (c) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section Section 6.10. In the event that any Person becomes a CFC of the Borrower and the ownership interests of such CFC are owned by the Borrower or by any Guarantor, the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section ‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 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 (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary or Resulting Company (other than an Excluded Subsidiary or Immaterial Subsidiary) that is not already a party to the Guaranty, or if any Domestic Subsidiary no longer meets the requirements of Guaranty (other than an Excluded Subsidiary or Immaterial Subsidiary), such Credit Party will promptly, but in any event within 30 60 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 a Guaranty or a joinder theretoSupplement (as defined in the Guaranty), duly executed by such Subsidiary or Resulting CompanySubsidiary, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary or Resulting CompanySubsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary or Resulting CompanySubsidiary, 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 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 and (c) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section Section 6.10. In the event that any Person becomes a CFC Foreign Subsidiary of the Borrower Borrower, and the ownership interests of such CFC Foreign Subsidiary are owned by the Borrower or by any Subsidiary Guarantor, the Borrower shall, or shall cause such Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section Section 6.10, and the Borrower shall take, or shall cause such Subsidiary Guarantor to take, all of the actions required under ‎Section referred to in Section 6.10.

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 (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary that is not an Excluded Subsidiary and is not already a Credit Party (including if any Subsidiary no longer constitutes, or Resulting Company (other than is no longer deemed to be, an Excluded Subsidiary or Immaterial Subsidiary) if any 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 becomes a Subsidiary) (such Subsidiary, a “New Subsidiary”), such Credit Party will promptly, but in any event within 30 days (or such later date longer period as agreed by the Administrative Agent agrees to in its reasonable discretionAgent), cause such New Subsidiary or Resulting Company to deliver to the Administrative Agent, (ai) an executed a supplement or joinder to each of the Guaranty or a joinder theretoand Security Agreement, duly executed by such Subsidiary or Resulting CompanyNew Subsidiary, pursuant to which such New Subsidiary or Resulting Company joins in the Guaranty and the Security Agreement as a guarantor guarantor, pledgor or grantor, as applicable, thereunder, (bii) resolutions of the Board of Directors or equivalent governing body of such New Subsidiary or Resulting Company(including a managing member), certified by the Secretary or an Assistant Secretary of such New Subsidiary (or Resulting Companysuch 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 supplement or joinder supplement and the other Loan Documents to which such New Subsidiary or Resulting Company 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 (it being agreed that documents substantially similar to those delivered pursuant to Section 4.01 shall be satisfactory) and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In Section 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 that any Person becomes a CFC of such New Subsidiary is released from the Borrower and the ownership interests of such CFC are owned by the Borrower or by any Guarantorrelevant restrictions, the Borrower shallwill, or shall and will cause each of its Subsidiaries to, take such action to cause such Guarantor toNew Subsidiary to become a “Subsidiary Guarantor” hereunder in accordance with this Section 6.10. Notwithstanding the foregoing, deliverfor the avoidance of doubt, all such documents, instruments, agreements, and certificates as are similar the entry by the Effective Date Subsidiary Guarantors into the Guaranty shall be a condition precedent to those described in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 6.10Effective Date.

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 or Resulting Company (other than that is not an Excluded Subsidiary or Immaterial Subsidiary) that and 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 forty-five (45) days (or sixty (60) days for any Subsidiary that is not a U.S. Subsidiary) or such later date longer period as the Administrative Agent agrees to in its reasonable discretion)may agree, (a) cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) an executed Guaranty or a joinder theretoguaranty supplement, substantially in the form attached as Exhibit I to the Guaranty, duly executed by such Subsidiary or Resulting CompanySubsidiary, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (bii) resolutions of the Board board of Directors directors or equivalent governing body of such Subsidiary or Resulting Companyor, in the case of a partnership, its general partner, certified by the Secretary or an Assistant Secretary Authorized Officer of such Subsidiary or Resulting Companyor, 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 supplement and the other Loan Documents to which such 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 and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In Section 6.10 and (b) deliver to the event that any Person becomes a CFC 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. 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 adverse tax consequences (as reasonably determined by the Parent Borrower and in consultation with the ownership interests 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 CFC are owned by the Borrower or by any Guarantor, the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 6.10obligation).

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 or Resulting Company that is not an Excluded Subsidiary (other than an Excluded Subsidiary or Immaterial solely as a result of clause (h) of the definition of “Excluded Subsidiary”) that and 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 days (or 45 days for any Subsidiary that is not a U.S. Subsidiary) or such later date longer period as the Administrative Agent agrees to in its reasonable discretion)may agree, (a) cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) an executed Guaranty or a joinder theretoguaranty supplement, substantially in the form attached as Exhibit I to the Guaranty, duly executed by such Subsidiary or Resulting CompanySubsidiary, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (bii) resolutions of the Board board of Directors directors or equivalent governing body of such Subsidiary or Resulting CompanySubsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary or Resulting CompanySubsidiary, 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 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 and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In Section 6.10 and (b) deliver to the event that any Person becomes a CFC 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. 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 the Guaranty in respect of any obligation of the US Borrower and the ownership interests in its capacity as a Borrower, (or any guarantee of such CFC are owned by the Borrower or by any Guarantor, the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 6.10obligation).

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 or Resulting Company (other than an Excluded Subsidiary or Immaterial 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 days (or such later date as the Administrative Agent agrees subject to in its reasonable discretionSection 6.10(b), cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) an executed Guaranty a Joinder Agreement (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, a joinder thereto“Joinder Agreement”), duly executed by such Subsidiary or Resulting Companysubstantially in the form attached hereto as Exhibit J, pursuant to which such Subsidiary or Resulting Company joins in shall become a party to this Agreement, the Guaranty as a guarantor thereunderSecurity Agreement, the Intercompany Subordination Agreement among the existing Credit Parties and the Administrative Agent and the Master Intercompany Note, duly executed by such Subsidiary, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary or Resulting CompanySubsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary or Resulting CompanySubsidiary, 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 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 and (c) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section Section 6.10. In the event that any Person becomes a CFC Foreign Subsidiary of the Borrower any Borrower, and the ownership interests of such CFC Foreign Subsidiary are owned by the such Borrower or by any GuarantorDomestic Subsidiary thereof, the such Borrower shall, or shall cause such Guarantor Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section Section 6.10, and the such Borrower shall take, or shall cause such Guarantor Domestic Subsidiary to take, all of the actions required under ‎Section referred to in 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 (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary or Resulting Company (other than an Excluded Subsidiary or Immaterial 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 SubsidiarySecurity Agreement, such Credit Party will promptly, but in any event within 30 20 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 joinder thereto, duly executed by such Subsidiary or Resulting Company, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary or Resulting Company, certified by the Secretary or an Assistant Secretary of such Subsidiary or Resulting Company, 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 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 and (c) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section Section 6.10. In the event that any Person becomes a CFC of the Borrower and the ownership interests of such CFC are owned by the Borrower or by any Guarantor, the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section Section 6.10.

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 (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary or Resulting Company (other than that is not an Excluded Subsidiary or Immaterial Subsidiary) that and 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 forty-five (45) days (or such later date longer period as the Administrative Agent agrees to may in its reasonable discretiondiscretion agree), (a) cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) an executed Guaranty or a joinder theretoguaranty supplement, substantially in the form attached as Exhibit I to the Guaranty, duly executed by such Subsidiary or Resulting CompanySubsidiary, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (bii) resolutions of the Board board of Directors directors or equivalent governing body of such Subsidiary or Resulting CompanySubsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Subsidiary or Resulting CompanySubsidiary, 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 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 and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In Section 6.10 and (b) deliver to the event that any Person becomes a CFC 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 or such other Credit Party shall cause to be delivered to the Administrative Agent and the ownership interests Collateral Agent such opinions of such CFC are owned counsel (including local counsel) as may be reasonably requested by the Borrower Administrative Agent in connection with the execution and delivery of any such guaranty supplement or by any Guarantorjoinder, which shall be in form and substance reasonably satisfactory to the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 6.10Administrative Agent.

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 (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary that is not an Excluded Subsidiary and is not already a Credit Party (including if any Subsidiary no longer constitutes, or Resulting Company (other than is no longer deemed to be, an Excluded Subsidiary or Immaterial Subsidiary) if any 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 becomes a Subsidiary) (such Subsidiary, a “New Subsidiary”), such Credit Party will promptly, but in any event within 30 days (or such later date longer period as agreed by the Administrative Agent agrees to in its reasonable discretionAgent), cause such New Subsidiary or Resulting Company to deliver to the Administrative Agent, (ai) an executed a supplement or joinder to each of the Guaranty or a joinder theretoand Security Agreement, duly executed by such Subsidiary or Resulting CompanyNew Subsidiary, pursuant to which such New Subsidiary or Resulting Company joins in the Guaranty and the Security Agreement as a guarantor guarantor, pledgor or grantor, as applicable, thereunder, (bii) resolutions of the Board of Directors or equivalent governing body of such New Subsidiary or Resulting Company(including a managing member), certified by the Secretary or an Assistant Secretary of such New Subsidiary (or Resulting Companysuch 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 supplement or joinder supplement and the other Loan Documents to which such New Subsidiary or Resulting Company 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 (it being agreed that documents substantially similar to those delivered pursuant to ‎Section 4.01 shall be satisfactory) and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In 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 that any Person becomes a CFC of such New Subsidiary is released from the Borrower and the ownership interests of such CFC are owned by the Borrower or by any Guarantorrelevant restrictions, the Borrower shallwill, or shall and will cause each of its Subsidiaries to, take such action to cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar New Subsidiary to those described become a “Subsidiary Guarantor” hereunder in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under 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 the Effective Date.

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 (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary or Resulting Company (other than that is not an Excluded Subsidiary or Immaterial Subsidiary) that and 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 forty-five (45) days (or such later date longer period as the Administrative Agent agrees to may in its reasonable discretiondiscretion agree), (a) cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) an executed Guaranty or a joinder theretoguaranty supplement, substantially in the form attached as Exhibit I to the Guaranty, duly executed by such Subsidiary or Resulting CompanySubsidiary, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (bii) resolutions of the Board board of Directors directors or equivalent governing body of such Subsidiary or Resulting CompanySubsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Subsidiary or Resulting CompanySubsidiary, 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 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 and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In Section 6.10 and (b) deliver to the event that any Person becomes a CFC 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 or such other Credit Party shall cause to be delivered to the Administrative Agent and the ownership interests Collateral Agent such opinions of such CFC are owned counsel (including local counsel) as may be reasonably requested by the Borrower Administrative Agent in connection with the execution and delivery of any such guaranty supplement or by any Guarantorjoinder, which shall be in form and substance reasonably satisfactory to the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 6.10Administrative Agent.

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 (including by virtue of any statutory division of any such Credit Party) or has any Domestic Subsidiary or Resulting Company (other than that is not an Excluded Subsidiary or Immaterial Subsidiary) that and 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 forty-five (45) days (or such later date longer period as the Administrative Agent agrees to may in its reasonable discretiondiscretion agree), (a) cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) an executed Guaranty or a joinder theretoguaranty supplement, substantially in the form attached as Exhibit I to the Guaranty, duly executed by such Subsidiary or Resulting CompanySubsidiary, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (bii) resolutions of the Board board of Directors directors or equivalent governing body of such Subsidiary or Resulting CompanySubsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Subsidiary or Resulting CompanySubsidiary, 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 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 and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In Section 6.10 and (b) deliver to the event that any Person becomes a CFC 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 or such other Credit Party shall cause to be delivered to the Administrative Agent and the ownership interests Collateral Agent such opinions of such CFC are owned counsel (including local counsel) as may be reasonably requested by the Borrower Administrative Agent in connection with the execution and delivery of any such guaranty supplement or by any Guarantorjoinder, which shall be in form and substance reasonably satisfactory to the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 6.10Administrative Agent.

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 or Resulting Company (other than that is not an Excluded Subsidiary or Immaterial Subsidiary) that and 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 forty-five (45) days (or such later date longer period as the Administrative Agent agrees to may in its reasonable discretion)discretion agree, (a) cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) an executed Guaranty or a joinder theretoguaranty supplement, substantially in the form attached as Exhibit I to the Guaranty, duly executed by such Subsidiary or Resulting CompanySubsidiary, pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (bii) resolutions of the Board board of Directors directors or equivalent governing body of such Subsidiary or Resulting CompanySubsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Subsidiary or Resulting CompanySubsidiary, 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 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 and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In Section 6.10 and (b) deliver to the event that any Person becomes a CFC 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 Borrower and the ownership interests applicable Security Document, together with appropriate instruments of such CFC are owned by the Borrower or by any Guarantor, the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described transfer duly executed in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 6.10blank.

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 or Resulting Company (other than that is not an Excluded Subsidiary or Immaterial Subsidiary) that and 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 45 days (or such later date longer period as the Administrative Agent agrees to in its reasonable discretion)may agree, (a) cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) an executed Guaranty or a joinder theretoguaranty supplement, substantially in the form attached as Exhibit I to the Guaranty, duly executed by such Subsidiary or Resulting CompanySubsidiary, Table of Contents pursuant to which such Subsidiary or Resulting Company joins in the Guaranty as a guarantor thereunder, (bii) resolutions of the Board board of Directors directors or equivalent governing body of such Subsidiary or Resulting CompanySubsidiary, certified by the Secretary or an Assistant Secretary Authorized Officer of such Subsidiary or Resulting CompanySubsidiary, 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 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 and (ciii) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10. In Section 6.10 and (b) deliver to the event that any Person becomes a CFC 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 Borrower and the ownership interests applicable Security Document, together with appropriate instruments of such CFC are owned by the Borrower or by any Guarantor, the Borrower shall, or shall cause such Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described transfer duly executed in ‎‎Section 6.10, and the Borrower shall take, or shall cause such Guarantor to take, all of the actions required under ‎Section 6.10blank.

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 or Resulting Company (other than which is not an Excluded Immaterial Subsidiary or Immaterial 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 days (or such later date as the Administrative Agent agrees to in its reasonable discretion)days, cause such Subsidiary or Resulting Company to deliver to the Administrative Agent, (a) an executed a Guaranty or a joinder theretoSupplement (as defined in the Guaranty), duly executed by such Subsidiary or Resulting CompanyDomestic Subsidiary, 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 Subsidiary or Resulting CompanyDomestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary or Resulting CompanyDomestic 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 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 (cd) all such documents, instruments, agreements, and certificates as are similar to those described in ‎Section 6.10the extent required by Section 6.09. In the event that any Person becomes a CFC Foreign Subsidiary of the Borrower Borrower, and the ownership interests of such CFC Foreign Subsidiary are owned by the Borrower Borrower, any Domestic Subsidiary or by any Guarantorother 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 6.10Section 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 required under ‎Section 6.10referred to in Section 6.09.