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

Certain Subsidiaries to Join in Subsidiary Guaranty. In the event that at any time after the Closing Date, the Borrower acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will promptly, but in any event with 10 Business Days (or such longer period to which the Administrative Agent may agree in its sole discretion), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (a) a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or equivalent governing body of such 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 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 satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is a Non-Material Subsidiary, and (B) the aggregate of the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000, and (ii) Xxxxxx Captive, Inc. shall not be required to become a party to the Subsidiary Guaranty.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date, Date (x) the Borrower acquirescreates, creates holds, acquires or at any time has any Domestic Subsidiary (other than the Excluded Subsidiary or the Insurance Subsidiary and other than a Foreign Subsidiary as to which Section 8.10(b) applies) that is not already a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and the Borrower has any Subsidiary (other than the Insurance Subsidiary) that is not a party to the Subsidiary Guaranty, the Borrower will promptly, but in any event with 10 within 5 Business Days (or such longer period to which Days, notify the Administrative Agent in writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may agree in give such request on its sole discretionown initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) resolutions of the Board of Directors or equivalent governing body of such 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 Credit Documents to which such Subsidiary is, is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall may reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent; provided. Notwithstanding the foregoing, howeverin the event the Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any material assets or liabilities, thatthe Borrower will promptly, notwithstanding and in any event within 5 Business Days, notify the Administrative Agent in writing of such event, referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may give such request on its own initiative or upon request by the Required Lenders), cause the Excluded Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by the Excluded Subsidiary, pursuant to which the Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Credit Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent may reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (b) Notwithstanding the foregoing, (i) a Domestic Subsidiary the Borrower shall not not, unless the Administrative Agent otherwise notifies the Borrower in writing (who may give such notification on its own initiative and shall give such notification upon the request of the Required Lenders), be required to pledge its Equity Interests in the Insurance Subsidiary, and (ii) the Borrower shall not, unless an Event of Default shall have occurred and be continuing, be required to pledge (or cause to be pledged) more than 65% of the Equity Interests in any first tier Foreign Subsidiary, or any of the Equity Interests in any other Foreign Subsidiary, or to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a party to the Subsidiary Guaranty Security Agreement or any other Security Document, if (x) to do so long as (A) such Domestic Subsidiary is a Non-Material Subsidiarywould subject the Borrower to liability for additional United States income taxes by virtue of Section 956 of the Code in an amount the Borrower considers material, and (By) the aggregate of Borrower provides the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000Administrative Agent with documentation, and (ii) Xxxxxx Captiveincluding computations prepared by the Borrower’s internal tax officer, Inc. shall not be required to become a party its independent accountants or tax counsel, reasonably acceptable to the Subsidiary GuarantyRequired Lenders, in support thereof.

Certain Subsidiaries to Join in Subsidiary Guaranty. In the event that at any time after the Closing DateDate (x) any Borrower creates, the Borrower acquiresholds, creates acquires or at any time has any Domestic Subsidiary (other than non-material Subsidiaries and Foreign Subsidiaries as to which Section 6.10(b) applies) that is not already a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any Borrower has any Subsidiary that is not a party to the Subsidiary Guaranty, such Borrower will promptlyimmediately, but in any event with 10 within 5 Business Days (or such longer period to which Days, notify the Administrative Agent in writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may agree in give such request on its sole discretionown initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined joinder supplement, reasonably satisfactory in form and substance to the Subsidiary Guaranty)Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) if such Subsidiary is a corporation, resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, 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 supplement, or if such Subsidiary isis not a corporation, or will be a party, together with such other corporate documentation and an opinion evidence of counsel the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent shall may reasonably request. If any Subsidiary is required to provide any Additional Security Document or join in any existing Security Document, in each casewhether pursuant to Section 6.10(b) or otherwise, in form and substance satisfactory such Subsidiary shall also be subject to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is a Non-Material Subsidiary, and (B) the aggregate requirements of the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000, and (ii) Xxxxxx Captive, Inc. shall not be required to become a party to the Subsidiary Guarantythis Section 6.09.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date, Initial Borrowing Date the Borrower acquires, creates or Company has any Domestic Material Subsidiary that which is not already a party to the Subsidiary Guaranty, the Borrower Company will promptly, but in any event with 10 Business Days (or such longer period to which notify the Administrative Agent in writing of such event, identifying the Material Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this section. The Company will, within 30 days following request therefor from the Administrative Agent (who may agree in give such request on its sole discretionown initiative or upon request by the Required Lenders), cause such Material Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined joinder supplement, satisfactory in form and substance to the Subsidiary Guaranty)Administrative Agent and the Required Lenders, duly executed by such Material Subsidiary, pursuant to which such Material Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) if such Material Subsidiary is a corporation, resolutions of the Board of Directors or equivalent governing body of such Material Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, Material 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 Subsidiary issupplement, or will be if such Material Subsidiary is not a partycorporation, together with such other corporate documentation and an opinion evidence of counsel the authority of such Material Subsidiary to execute such joinder supplement as the Administrative Agent shall may reasonably request. (b) Notwithstanding the foregoing or the provisions of section 8.11 hereof, in each case, in form and substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary Company shall not be required to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a party to an Additional Security Document if (i) to do so would subject the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is a Non-Material Subsidiary, and (B) the aggregate Company to liability for additional United States income taxes by virtue of section 956 of the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000Code in an amount the Company considers material, and (ii) Xxxxxx Captivethe Company provides the Administrative Agent with documentation, Inc. shall not be required to become a party including computations prepared by the Company's internal tax officer, its independent accountants or tax counsel, acceptable to the Subsidiary GuarantyRequired Lenders, in support thereof.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date, Date (x) the Borrower acquirescreates, creates holds, acquires or at any time has any Domestic Subsidiary (other than the Excluded Subsidiary or the Insurance Subsidiary and other than a Foreign Subsidiary as to which Section 7.10(b) applies) that is not already a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and the Borrower has any Subsidiary (other than the Insurance Subsidiary) that is not a party to the Subsidiary Guaranty, the Borrower will promptlyimmediately, but in any event with 10 within 5 Business Days (or such longer period to which Days, notify the Administrative Agent in writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may agree in give such request on its sole discretionown initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined joinder supplement, reasonably satisfactory in form and substance to the Subsidiary Guaranty)Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) if such Subsidiary is a corporation, resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, 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 supplement, or if such Subsidiary isis not a corporation, or will be a party, together with such other corporate documentation and an opinion evidence of counsel the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent shall may reasonably request. Notwithstanding the foregoing, in each casethe event the Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any material assets or liabilities, the Borrower will immediately, and in any event within 5 Business Days, notify the Administrative Agent in writing of such event, referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may give such request on its own initiative or upon request by the Required Lenders), cause the Excluded Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance satisfactory to the Administrative Agent; provided, howeverduly executed by the Excluded Subsidiary, thatpursuant to which the Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, notwithstanding and (ii) such other evidence of the authority of the Excluded Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. (b) Notwithstanding the foregoing, (i) a Domestic Subsidiary the Borrower shall not not, unless the Administrative Agent otherwise notifies the Borrower in writing, be required to pledge its stock or other equity interests in the Insurance Subsidiary, and (ii) the Borrower shall not, unless an Event of Default shall have occurred and be continuing, be required to pledge (or cause to be pledged) more than 65% of the stock or other equity interests in any first tier Foreign Subsidiary, or any of the stock or other equity interests in any other Foreign Subsidiary, or to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a party to the Subsidiary Guaranty Security Agreement or any other Security Document, if (x) to do so long as (A) such Domestic Subsidiary is a Non-Material Subsidiarywould subject the Borrower to liability for additional United States income taxes by virtue of Section 956 of the Code in an amount the Borrower considers material, and (By) the aggregate of Borrower provides the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000Administrative Agent with documentation, and (ii) Xxxxxx Captiveincluding computations prepared by the Borrower’s internal tax officer, Inc. shall not be required to become a party its independent accountants or tax counsel, reasonably acceptable to the Subsidiary GuarantyRequired Lenders, in support thereof.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing DateDate (x) any Borrower creates, the Borrower acquiresholds, creates acquires or at any time has any Domestic Subsidiary (other than the Excluded Subsidiaries and other than a Foreign Subsidiary as to which Section applies) that is not already a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any Borrower has any Subsidiary that is not a party to the Subsidiary Guaranty, such Borrower will promptlyimmediately, but in any event with 10 within 5 Business Days (or such longer period to which Days, notify the Administrative Agent in writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may agree in give such request on its sole discretionown initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined joinder supplement, reasonably satisfactory in form and substance to the Subsidiary Guaranty)Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) if such Subsidiary is a corporation, resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, 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 supplement, or if such Subsidiary isis not a corporation, or will be a party, together with such other corporate documentation and an opinion evidence of counsel the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent shall may reasonably request. Notwithstanding the foregoing, in each casethe event an Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire assets or liabilities having a value in excess of $10,000,000 in the aggregate, the Borrower will immediately, and in form any event within 5 Business Days, notify the Administrative Agent in writing of such event, referring specifically to the rights of the Administrative Agent and substance satisfactory the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may give such request on its own initiative or upon request by the Required Lenders), cause such Excluded Subsidiary to deliver to the Administrative Agent; provided, however, that, notwithstanding in sufficient quantities for the foregoingLenders, (i) a Domestic joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Excluded Subsidiary, pursuant to which such Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) such other evidence of the authority of such Excluded Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. (b) Notwithstanding the foregoing or the provisions of Section hereof, no Borrower shall, unless an Event of Default shall not have occurred and be continuing, be required to pledge (or cause to be pledged) more than 65% of the stock or other equity interests in any first tier Foreign Subsidiary, or any of the stock or other equity interests in any other Foreign Subsidiary, or to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a party to the Subsidiary Guaranty Security Agreement or any other Security Document, if (i) to do so long as (A) would subject such Domestic Subsidiary is a Non-Material Subsidiary, and (B) the aggregate Borrower to liability for additional United States income taxes by virtue of Section 956 of the total assets of all Code in an amount such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000Borrower considers material, and (ii) Xxxxxx Captivesuch Borrower provides the Administrative Agent with documentation, Inc. shall not be required to become a party including computations prepared by the Borrower’s internal tax officer, its independent accountants or tax counsel, reasonably acceptable to the Subsidiary GuarantyRequired Lenders, in support thereof.

Certain Subsidiaries to Join in Subsidiary Guaranty. In Subject to Section 6.10(b) below, in the event that at any time after the Closing Date, the Borrower Company acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, or any Foreign Subsidiary Borrower acquires, creates or has any Subsidiary that is not already a party to a Foreign Subsidiary Guaranty, the Company or such Foreign Borrower Subsidiary will promptly, but in any event with within 10 Business Days (or such longer period to which the Administrative Agent may agree in its sole discretion)Days, cause such Subsidiary to deliver to the Administrative Global Agent, in sufficient quantities for the Lenders, (a) (i) a Guaranty Supplement (as defined joinder supplement, reasonably satisfactory in form and substance to the Subsidiary Guaranty)Global Agent, duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunderthereunder or (ii) a Foreign Subsidiary Guaranty duly executed by such Foreign Subsidiary, and (b) resolutions of the Board of Directors or equivalent governing body of such 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 Subsidiary is, or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Global Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Global Agent; provided, however, that, notwithstanding the foregoingforegoing or anything else in this Agreement to the contrary, (i) neither the Receivables Subsidiary nor AGSC shall be required to become a Domestic Subsidiary Guarantor hereunder so long as the Permitted Receivables Facility shall not have been terminated, (ii) a Subsidiary shall not be required to become a party to the Subsidiary Guaranty or a Foreign Subsidiary Guaranty, as applicable, so long as (A) the total assets of such Domestic Subsidiary is a Non-Material Subsidiaryshall be less than $5,000,000, and (B) the aggregate of the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and with total asset values of less than $5,000,000 that are not Credit Parties parties to the Subsidiary Guaranty or a Foreign Subsidiary Guaranty, as applicable, shall not exceed $30,000,000, 50,000,000 and (iiiii) Xxxxxx Captive, Inc. a Foreign Subsidiary shall not only be required to become guaranty the Obligations of a party to Foreign Subsidiary Borrower that is organized under the Subsidiary Guarantylaws of the same country as such Foreign Subsidiary.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date, Date (x) the Borrower acquirescreates, creates holds, acquires or at any time has any Domestic Subsidiary (other than the Excluded Subsidiaries and other than a Foreign Subsidiary as to which Section 8.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and the Borrower has any Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will promptlyimmediately, but in any event with 10 within 5 Business Days (or such longer period to which Days, notify the Administrative Agent in writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may agree in give such request on its sole discretionown initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined joinder supplement, reasonably satisfactory in form and substance to the Subsidiary Guaranty)Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) if such Subsidiary is a corporation, resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, 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 supplement, or if such Subsidiary isis not a corporation, or will be a party, together with such other corporate documentation and an opinion evidence of counsel the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent shall may reasonably request. Nothwithstanding the foregoing, in each casethe event an Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any material assets or liabilities, the Borrower will immediately, and in form any event within 5 Business Days, notify the Administrative Agent in writing of such event, referring specifically to the rights of the Administrative Agent and substance satisfactory the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may give such request on its own initiative or upon request by the Required Lenders), cause such Excluded Subsidiary to deliver to the Administrative Agent; provided, however, that, notwithstanding in sufficient quantities for the foregoingLenders, (i) a Domestic joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Excluded Subsidiary, pursuant to which such Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) such other evidence of the authority of such Excluded Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. (b) Notwithstanding the foregoing or the provisions of Section 8.10 hereof, the Borrower shall not not, unless an Event of Default shall have occurred and be continuing, be required to pledge (or cause to be pledged) more than 65% of the stock or other equity interests in any first tier Foreign Subsidiary, or any of the stock or other equity interests in any other Foreign Subsidiary, or to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a party to the Subsidiary Guaranty Security Agreement or any other Security Document, if (i) to do so long as (A) such Domestic Subsidiary is a Non-Material Subsidiary, and (B) would subject the aggregate Borrower to liability for additional United States income taxes by virtue of Section 956 of the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000Code in an amount the Borrower considers material, and (ii) Xxxxxx Captivethe Borrower provides the Administrative Agent with documentation, Inc. shall not be required to become a party including computations prepared by the Borrower’s internal tax officer, its independent accountants or tax counsel, reasonably acceptable to the Subsidiary GuarantyRequired Lenders, in support thereof.

Certain Subsidiaries to Join in Subsidiary Guaranty. In the event that at any time after the Closing Date, the Borrower Company acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, or any Foreign Subsidiary Borrower acquires, creates or has any Subsidiary that is not already a party to a Foreign Subsidiary Guaranty, the Company or such Foreign Borrower Subsidiary will promptly, but in any event with within 10 Business Days (or such longer period to which the Administrative Agent may agree in its sole discretion)Days, cause such Subsidiary to deliver to the Administrative Global Agent, in sufficient quantities for the Lenders, (aa)(i) a Guaranty Supplement (as defined joinder supplement, reasonably satisfactory in form and substance to the Subsidiary Guaranty)Global Agent, duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunderthereunder or (ii) a Foreign Subsidiary Guaranty duly executed by such Foreign Subsidiary, and (b) resolutions of the Board of Directors or equivalent governing body of such 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 Subsidiary is, or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Global Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Global Agent; provided, however, that, notwithstanding the foregoingforegoing or anything else in this Agreement to the contrary, (i) neither the Receivables Subsidiary nor AGSC shall be required to become a Domestic Subsidiary Guarantor hereunder so long as the Permitted Receivables Facility shall not have been terminated, and (ii) a Subsidiary shall not be required to become a party to the Subsidiary Guaranty or a Foreign Subsidiary Guaranty, as applicable, so long as (A) the total assets of such Domestic Subsidiary is a Non-Material Subsidiaryshall be less than $5,000,000, and (B) the aggregate of the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and with total asset values of less than $5,000,000 that are not Credit Parties parties to the Subsidiary Guaranty or a Foreign Subsidiary Guaranty, as applicable, shall not exceed $30,000,000, and (ii) Xxxxxx Captive, Inc. shall not be required to become a party to the Subsidiary Guaranty50,000,000.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date, Date (x) the Borrower acquirescreates, creates holds, acquires or at any time has any Domestic Subsidiary (other than the Excluded Subsidiary and other than a Foreign Subsidiary as to which Section 8.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and the Borrower has any Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will promptlyimmediately, but in any event with 10 within 5 Business Days (or such longer period to which Days, notify the Administrative Agent in writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may agree in give such request on its sole discretionown initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined joinder supplement, reasonably satisfactory in form and substance to the Subsidiary Guaranty)Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) if such Subsidiary is a corporation, resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, 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 supplement, or if such Subsidiary isis not a corporation, or will be a party, together with such other corporate documentation and an opinion evidence of counsel the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent shall may reasonably request. Notwithstanding the foregoing, in each casethe event the Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any material assets or liabilities, the Borrower will immediately, and in form any event within 5 Business Days, notify the Administrative Agent in writing of such event, referring specifically to the rights of the Administrative Agent and substance satisfactory the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may give such request on its own initiative or upon request by the Required Lenders), cause the Excluded Subsidiary to deliver to the Administrative Agent; provided, however, that, notwithstanding in sufficient quantities for the foregoingLenders, (i) a Domestic joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by the Excluded Subsidiary, pursuant to which the Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) such other evidence of the authority of the Excluded Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. (b) Notwithstanding the foregoing or the provisions of Section 8.10 hereof, the Borrower shall not not, unless an Event of Default shall have occurred and be continuing, be required to pledge (or cause to be pledged) more than 65% of the stock or other equity interests in any first tier Foreign Subsidiary, or any of the stock or other equity interests in any other Foreign Subsidiary, or to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a party to the Subsidiary Guaranty Security Agreement or any other Security Document, if (i) to do so long as (A) such Domestic Subsidiary is a Non-Material Subsidiary, and (B) would subject the aggregate Borrower to liability for additional United States income taxes by virtue of Section 956 of the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000Code in an amount the Borrower considers material, and (ii) Xxxxxx Captivethe Borrower provides the Administrative Agent with documentation, Inc. shall not be required to become a party including computations prepared by the Borrower’s internal tax officer, its independent accountants or tax counsel, reasonably acceptable to the Subsidiary GuarantyRequired Lenders, in support thereof.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date, Date (x) the Borrower acquirescreates, creates holds, acquires or at any time has any Domestic Subsidiary (other than the Excluded Subsidiary or the Insurance Subsidiary and other than a Foreign Subsidiary as to which Section 8.10(b) applies) that is not already a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and the Borrower has any Subsidiary (other than the Insurance Subsidiary) that is not a party to the Subsidiary Guaranty, the Borrower will promptly, but in any event with 10 within ten (10) Business Days (or such longer period to which Days, notify the Administrative Agent may agree in its sole discretion)writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within thirty (30) days after any such acquisition or creation, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) resolutions of the Board of Directors or equivalent governing body of such 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 Credit Documents to which such Subsidiary is, is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall may reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that, notwithstanding . Notwithstanding the foregoing, (i) a Domestic in the event the Excluded Subsidiary shall not cease to be required to become a party to an inactive Subsidiary or shall acquire any material assets or liabilities, the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is a Non-Material SubsidiaryBorrower will promptly, and (B) the aggregate of the total assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000, and (ii) Xxxxxx Captive, Inc. shall not be required to become a party to the Subsidiary Guaranty.in any event within ten

Certain Subsidiaries to Join in Subsidiary Guaranty. In the event that at any time after the Closing Date, Date the Borrower acquires, creates or has any Domestic Material Subsidiary that which (1) is not already a party to the Subsidiary Guaranty, and (2) is organized under the laws of the District of Columbia or one of the States of the United States, then the Borrower will promptlynotify the Lender in writing of such event, but identifying the Subsidiary in any event with 10 Business Days (or such longer period question and referring specifically to which the Administrative Agent may agree in its sole discretion)rights of the Lender under this section. The Borrower will, within 30 days following request therefor from the Lender, cause such Subsidiary to deliver to the Administrative AgentLender (i) if the Subsidiary Guaranty has not already been executed and delivered, in sufficient quantities for the Lenders, (a) a Subsidiary Guaranty Supplement (as defined modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Subsidiary Guaranty"), substantially in the form attached hereto as Exhibit B-3, or (ii) if the Subsidiary Guaranty)Guaranty has already been executed and delivered, a joinder supplement, reasonably satisfactory in form and substance to the Lender, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (biii) if such Subsidiary is a corporation, resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, 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 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 satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guaranty so long or such joinder supplement, as (A) applicable, or if such Domestic Subsidiary is not a Non-Material Subsidiarycorporation, and (B) the aggregate such other evidence of the total assets authority of all such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000, and (ii) Xxxxxx Captive, Inc. shall not be required Subsidiary to become a party to execute the Subsidiary GuarantyGuaranty or such joinder supplement, as applicable, as the Lender may reasonably request.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing DateDate (x) any Borrower creates, the Borrower acquiresholds, creates acquires or at any time has any Domestic Subsidiary (other than the Excluded Subsidiaries and other than a Foreign Subsidiary as to which Section 8.10(b) applies) that is not already a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any Borrower has any Subsidiary that is not a party to the Subsidiary Guaranty, such Borrower will promptlyimmediately, but in any event with 10 within 5 Business Days (or such longer period to which Days, notify the Administrative Agent in writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may agree in give such request on its sole discretionown initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined joinder supplement, reasonably satisfactory in form and substance to the Subsidiary Guaranty)Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) if such Subsidiary is a corporation, resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, 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 supplement, or if such Subsidiary isis not a corporation, or will be a party, together with such other corporate documentation and an opinion evidence of counsel the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent shall may reasonably request. Notwithstanding the foregoing, in each casethe event an Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire assets or liabilities having a value in excess of $10,000,000 in the aggregate, the Borrower will immediately, and in form any event within 5 Business Days, notify the Administrative Agent in writing of such event, referring specifically to the rights of the Administrative Agent and substance satisfactory the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may give such request on its own initiative or upon request by the Required Lenders), cause such Excluded Subsidiary to deliver to the Administrative Agent; provided, however, that, notwithstanding in sufficient quantities for the foregoingLenders, (i) a Domestic joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Excluded Subsidiary, pursuant to which such Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) such other evidence of the authority of such Excluded Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. (b) Notwithstanding the foregoing or the provisions of Section 8.11 hereof, no Borrower shall, unless an Event of Default shall not have occurred and be continuing, be required to pledge (or cause to be pledged) more than 65% of the stock or other equity interests in any first tier Foreign Subsidiary, or any of the stock or other equity interests in any other Foreign Subsidiary, or to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a party to the Subsidiary Guaranty Security Agreement or any other Security Document, if (i) to do so long as (A) would subject such Domestic Subsidiary is a Non-Material Subsidiary, and (B) the aggregate Borrower to liability for additional United States income taxes by virtue of Section 956 of the total assets of all Code in an amount such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000Borrower considers material, and (ii) Xxxxxx Captivesuch Borrower provides the Administrative Agent with documentation, Inc. shall not be required to become a party including computations prepared by the Borrower's internal tax officer, its independent accountants or tax counsel, reasonably acceptable to the Subsidiary GuarantyRequired Lenders, in support thereof.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing DateDate any Borrower creates, the Borrower acquiresholds, creates acquires or at any time has any Domestic Subsidiary (other than a Foreign Subsidiary as to which Section 6.01(b) applies and other than ICO Minerals to the extent that the representation and warranty set forth in Section 5.23(b) is true and correct in all respects) that is not already a party to the Subsidiary Guaranty, the such Borrower will promptlyimmediately, but in any event with 10 within five Business Days (or such longer period to which Days, notify the Administrative Agent may agree in its sole discretion)writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrowers promptly, and in any event within five Business Days, will cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ai) a Guaranty Supplement (as defined joinder supplement, reasonably satisfactory in form and substance to the Subsidiary Guaranty)Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (bii) if such Subsidiary is a corporation, resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, 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 supplement, or if such Subsidiary isis not a corporation, or will be a party, together with such other corporate documentation and an opinion evidence of counsel the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent shall may reasonably request. (b) Notwithstanding the foregoing or the provisions of Section 6.10 hereof, in each case, in form and substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary no Borrower shall not be required to pledge (or cause to be pledged) more than 66% of the stock or other equity interests in any first tier Foreign Subsidiary, or any of the stock or other equity interests in any other Foreign Subsidiary, or to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a party to the Subsidiary Guaranty Security Agreement or any other Security Document, if to do so long as (A) would subject such Domestic Subsidiary is a Non-Material Subsidiary, and (B) the aggregate Borrower to liability for additional United States income taxes by virtue of Section 956 of the total assets of all Code in an amount such Domestic Subsidiaries that are Non-Material Subsidiaries and that are not Credit Parties shall not exceed $30,000,000, and (ii) Xxxxxx Captive, Inc. shall not be required to become a party to the Subsidiary GuarantyBorrower considers material.