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 (x) any Borrower creates, holds, acquires or at any time has any Subsidiary (other than non-material Subsidiaries and Foreign Subsidiaries as to which Section 6.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any Borrower has any Subsidiary that is not a party to the Subsidiary Guaranty, such Borrower will immediately, but in any event within 5 Business 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 give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) if such Subsidiary is a corporation, resolutions of the Board of Directors 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, or if such Subsidiary is not a corporation, such other evidence of the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. If any Subsidiary is required to provide any Additional Security Document or join in any existing Security Document, whether pursuant to Section 6.10(b) or otherwise, such Subsidiary shall also be subject to the requirements of this Section 6.09.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date (x) any the Borrower creates, holds, acquires or at any time has any Subsidiary (other than non-material Subsidiaries the Excluded Subsidiary or the Insurance Subsidiary and other than a Foreign Subsidiaries Subsidiary as to which Section 6.10(b8.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any the Borrower has any Subsidiary (other than the Insurance Subsidiary) that is not a party to the Subsidiary Guaranty, such the Borrower will immediatelypromptly, but in any event within 5 Business 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 give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory Guaranty Supplement (as defined in form and substance to the Administrative AgentSubsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) 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 Subsidiary Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement, or if supplement and the other Credit Documents to which such Subsidiary is not or will be a corporationparty, together with such other evidence corporate documentation and an opinion of the authority of such Subsidiary to execute such joinder supplement counsel as the Administrative Agent may reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent. If Notwithstanding the foregoing, in the event the Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any material assets or liabilities, the Borrower will promptly, 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 required to provide any Additional Security Document or join will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent may reasonably request, in any existing Security Documenteach case, whether pursuant to Section 6.10(b) or otherwise, such Subsidiary shall also be subject in form and substance reasonably satisfactory to the requirements of this Section 6.09Administrative Agent.

Certain Subsidiaries to Join in Subsidiary Guaranty. In the event that at any time after the Closing Date (x) any Date, the Borrower createsacquires, holds, acquires creates 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 immediatelypromptly, but in any event within 5 with 10 Business Days, notify Days (or such longer period to which the Administrative Agent may agree 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 give such request on its own initiative or upon request by the Required Lenderssole discretion), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (ia) a joinder supplement, reasonably satisfactory Guaranty Supplement (as defined in form and substance to the Administrative AgentSubsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (iib) 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 Subsidiary Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplementsupplement and the other Loan Documents to which such Subsidiary is, or if such Subsidiary is not will be a corporationparty, together with such other evidence corporate documentation and an opinion of the authority of such Subsidiary to execute such joinder supplement counsel as the Administrative Agent may shall reasonably request. If any , 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 provide any Additional Security Document or join in any existing Security Document, whether pursuant to Section 6.10(b) or otherwise, such Subsidiary shall also be subject become a party to the requirements of this Section 6.09Subsidiary Guaranty.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date (x) any Borrower creates, holds, acquires or at any time has any Subsidiary (other than non-material the Excluded Subsidiaries and other than a Foreign Subsidiaries Subsidiary as to which Section 6.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any Borrower has any Subsidiary that is not a party to the Subsidiary Guaranty, such Borrower will immediately, but in any event within 5 Business 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 give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) if such Subsidiary is a corporation, resolutions of the Board of Directors 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, or if such Subsidiary is not a corporation, such other evidence of the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. If any Notwithstanding the foregoing, in the event an Excluded Subsidiary is required shall cease to provide any Additional Security Document be an inactive Subsidiary or join shall acquire assets or liabilities having a value in excess of $10,000,000 in the aggregate, the Borrower will immediately, and in any existing Security Documentevent within 5 Business Days, whether 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 such Excluded Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Excluded Subsidiary, pursuant to Section 6.10(bwhich such Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) or otherwise, such other evidence of the authority of such Excluded Subsidiary shall also be subject to execute such joinder supplement as the requirements of this Section 6.09Administrative Agent may reasonably request.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date (x) any the Borrower creates, holds, acquires or at any time has any Subsidiary (other than non-material Subsidiaries the Excluded Subsidiary and other than a Foreign Subsidiaries Subsidiary as to which Section 6.10(b8.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any the Borrower has any Subsidiary that is not a party to the Subsidiary Guaranty, such the Borrower will immediately, but in any event within 5 Business 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 give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) if such Subsidiary is a corporation, resolutions of the Board of Directors 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, or if such Subsidiary is not a corporation, such other evidence of the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. If Notwithstanding the foregoing, in the event the Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any Subsidiary is required to provide any Additional Security Document material assets or join liabilities, the Borrower will immediately, and in any existing Security Documentevent within 5 Business Days, whether 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 to the Administrative Agent, duly executed by the Excluded Subsidiary, pursuant to Section 6.10(bwhich the Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) or otherwise, such other evidence of the authority of the Excluded Subsidiary shall also be subject to execute such joinder supplement as the requirements of this Section 6.09Administrative Agent may reasonably request.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date (x) any the Borrower creates, holds, acquires or at any time has any Subsidiary (other than non-material Subsidiaries the Excluded Subsidiary or the Insurance Subsidiary and other than a Foreign Subsidiaries Subsidiary as to which Section 6.10(b7.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any the Borrower has any Subsidiary (other than the Insurance Subsidiary) that is not a party to the Subsidiary Guaranty, such the Borrower will immediately, but in any event within 5 Business 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 give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) if such Subsidiary is a corporation, resolutions of the Board of Directors 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, or if such Subsidiary is not a corporation, such other evidence of the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. If Notwithstanding the foregoing, in the event the Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any Subsidiary is required to provide any Additional Security Document material assets or join liabilities, the Borrower will immediately, and in any existing Security Documentevent within 5 Business Days, whether 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 to the Administrative Agent, duly executed by the Excluded Subsidiary, pursuant to Section 6.10(bwhich the Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) or otherwise, such other evidence of the authority of the Excluded Subsidiary shall also be subject to execute such joinder supplement as the requirements of this Section 6.09Administrative Agent may reasonably request.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date (x) any the Borrower creates, holds, acquires or at any time has any Subsidiary (other than non-material Subsidiaries the Excluded Subsidiary or the Insurance Subsidiary and other than a Foreign Subsidiaries Subsidiary as to which Section 6.10(b8.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any the Borrower has any Subsidiary (other than the Insurance Subsidiary) that is not a party to the Subsidiary Guaranty, such the Borrower will immediatelypromptly, but in any event within 5 ten (10) Business 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 thirty (30) days following request therefor from the Administrative Agent (who may give after any such request on its own initiative acquisition or upon request by the Required Lenders)creation, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory Guaranty Supplement (as defined in form and substance to the Administrative AgentSubsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) 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 Subsidiary Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement, or if supplement and the other Credit Documents to which such Subsidiary is not or will be a corporationparty, together with such other evidence corporate documentation and an opinion of the authority of such Subsidiary to execute such joinder supplement counsel as the Administrative Agent may reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent. If Notwithstanding the foregoing, in the event the Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any Subsidiary is required to provide any Additional Security Document material assets or join liabilities, the Borrower will promptly, and in any existing Security Document, whether pursuant to Section 6.10(b) or otherwise, such Subsidiary shall also be subject to the requirements of this Section 6.09.event within ten

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 (x) any Borrower createsDate, holdsthe Company acquires, acquires creates 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 Foreign Subsidiary Borrower acquires, creates or has any Subsidiary that is not already a party to the a Foreign Subsidiary Guaranty, the Company or such Foreign Borrower Subsidiary will immediatelypromptly, but in any event within 5 10 Business 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 give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Global Agent, in sufficient quantities for the Lenders, (a) (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative 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 (iib) 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 Subsidiary Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplementsupplement and the other Loan Documents to which such Subsidiary is, or if such Subsidiary is not will be a corporationparty, together with such other evidence corporate documentation and an opinion of counsel as the authority Global Agent shall reasonably request, in each case, in form and substance satisfactory to the Global Agent; provided, however, that, notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither the Receivables Subsidiary nor AGSC shall be required to become a 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 Subsidiary shall be less than $5,000,000, and (B) the aggregate of the total assets of all such Subsidiaries with total asset values of less than $5,000,000 that are not parties to execute such joinder supplement the Subsidiary Guaranty or a Foreign Subsidiary Guaranty, as the Administrative Agent may reasonably request. If any applicable, shall not exceed $50,000,000 and (iii) a Foreign Subsidiary is shall only be required to provide any Additional Security Document or join in any existing Security Document, whether pursuant to Section 6.10(b) or otherwise, guaranty the Obligations of a Foreign Subsidiary Borrower that is organized under the laws of the same country as such Subsidiary shall also be subject to the requirements of this Section 6.09Foreign Subsidiary.

Certain Subsidiaries to Join in Subsidiary Guaranty. In the event that at any time after the Closing Date (x) any Borrower createsDate, holdsthe Company acquires, acquires creates 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 Foreign Subsidiary Borrower acquires, creates or has any Subsidiary that is not already a party to the a Foreign Subsidiary Guaranty, the Company or such Foreign Borrower Subsidiary will immediatelypromptly, but in any event within 5 10 Business 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 give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Global Agent, in sufficient quantities for the Lenders, (ia)(i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative 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 (iib) 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 Subsidiary Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplementsupplement and the other Loan Documents to which such Subsidiary is, or if such Subsidiary is not will be a corporationparty, together with such other evidence corporate documentation and an opinion of counsel as the authority Global Agent shall reasonably request, in each case, in form and substance satisfactory to the Global Agent; provided, however, that, notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) neither the Receivables Subsidiary nor AGSC shall be required to become a 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 Subsidiary to execute shall be less than $5,000,000, and (B) the aggregate of the total assets of all such joinder supplement as the Administrative Agent may reasonably request. If any Subsidiary is required to provide any Additional Security Document or join in any existing Security Document, whether pursuant to Section 6.10(b) or otherwise, such Subsidiary shall also be subject Subsidiaries with total asset values of less than $5,000,000 that are not parties to the requirements of this Section 6.09Subsidiary Guaranty or a Foreign Subsidiary Guaranty, as applicable, shall not exceed $50,000,000.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date (x) any Borrower creates, holds, acquires or at any time has any Subsidiary (other than non-material the Excluded Subsidiaries and other than a Foreign Subsidiaries Subsidiary as to which Section 6.10(b8.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any Borrower has any Subsidiary that is not a party to the Subsidiary Guaranty, such Borrower will immediately, but in any event within 5 Business 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 give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) if such Subsidiary is a corporation, resolutions of the Board of Directors 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, or if such Subsidiary is not a corporation, such other evidence of the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. If any Notwithstanding the foregoing, in the event an Excluded Subsidiary is required shall cease to provide any Additional Security Document be an inactive Subsidiary or join shall acquire assets or liabilities having a value in excess of $10,000,000 in the aggregate, the Borrower will immediately, and in any existing Security Documentevent within 5 Business Days, whether 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 such Excluded Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Excluded Subsidiary, pursuant to Section 6.10(bwhich such Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) or otherwise, such other evidence of the authority of such Excluded Subsidiary shall also be subject to execute such joinder supplement as the requirements of this Section 6.09Administrative Agent may reasonably request.

Certain Subsidiaries to Join in Subsidiary Guaranty. (a) In the event that at any time after the Closing Date (x) any the Borrower creates, holds, acquires or at any time has any Subsidiary (other than non-material the Excluded Subsidiaries and other than a Foreign Subsidiaries Subsidiary as to which Section 6.10(b8.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default shall have occurred and be continuing and any the Borrower has any Subsidiary that is not a party to the Subsidiary Guaranty, such the Borrower will immediately, but in any event within 5 Business 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 give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) if such Subsidiary is a corporation, resolutions of the Board of Directors 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, or if such Subsidiary is not a corporation, such other evidence of the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. If Nothwithstanding the foregoing, in the event an Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any Subsidiary is required to provide any Additional Security Document material assets or join liabilities, the Borrower will immediately, and in any existing Security Documentevent within 5 Business Days, whether 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 such Excluded Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by such Excluded Subsidiary, pursuant to Section 6.10(bwhich such Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) or otherwise, such other evidence of the authority of such Excluded Subsidiary shall also be subject to execute such joinder supplement as the requirements of this Section 6.09Administrative Agent may reasonably request.

Certain Subsidiaries to Join in Subsidiary Guaranty. In the event that at any time after the Closing Date (x) any the Borrower creates, holds, acquires or at any time has any Material Subsidiary which (other than non-material Subsidiaries and Foreign Subsidiaries as to which Section 6.10(b1) applies) that is not a party to the Subsidiary Guaranty, and (2) is organized under the laws of the District of Columbia or (y) an Event one of Default shall have occurred and be continuing and any Borrower has any Subsidiary that is not a party to the Subsidiary GuarantyStates of the United States, such then the Borrower will immediately, but in any event within 5 Business Days, notify the Administrative Agent Lender in writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders Lender under this Sectionsection. The Borrower will, within 15 30 days following request therefor from the Administrative Agent (who may give such request on its own initiative or upon request by the Required Lenders)Lender, cause such Subsidiary to deliver to the Administrative Agent, in sufficient quantities for the Lenders, Lender (i) if the Subsidiary Guaranty has not already been executed and delivered, the Subsidiary Guaranty (as 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 has already been executed and delivered, a joinder supplement, reasonably satisfactory in form and substance to the Administrative AgentLender, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (iiiii) if such Subsidiary is a corporation, resolutions of the Board of Directors 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 the Subsidiary Guaranty or such joinder supplement, as applicable, or if such Subsidiary is not a corporation, such other evidence of the authority of such Subsidiary to execute the Subsidiary Guaranty or such joinder supplement supplement, as applicable, as the Administrative Agent Lender may reasonably request. If any Subsidiary is required to provide any Additional Security Document or join in any existing Security Document, whether pursuant to Section 6.10(b) or otherwise, such Subsidiary shall also be subject to the requirements of this Section 6.09.