Common use of Execution of Subsidiary Guaranty and Security Agreement Clause in Contracts

Execution of Subsidiary Guaranty and Security Agreement. In the event that (a) any wholly-owned Domestic Subsidiary of Company existing on the Third Restatement Date (other than the Harbor Capital Subsidiaries) that has not previously executed the Subsidiary Guaranty or (b) any Person becomes a wholly-owned Domestic Subsidiary of Company after the Third Restatement Date (other than a Domestic Subsidiary formed in connection with any Receivables Sale Indebtedness and other than any Domestic Subsidiary subject to a restriction permitted under subsection 6.2B prohibiting such Subsidiary’s execution of the Subsidiary Guaranty and/or the Security Agreement), and such Subsidiary owns or acquires assets with an aggregate fair market value (without netting such fair market value against any liability of such Subsidiary) exceeding $5,000,000, Borrowers’ Agent will promptly notify Administrative Agent of that fact and cause such Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and a counterpart of the Security Agreement and to take all such further actions and execute all such further documents and instruments as may be necessary or, in the opinion of Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. To the extent any such Subsidiary is owned by a Subsidiary Guarantor, the Capital Stock of such Subsidiary shall be pledged pursuant to the Security Agreement.

Execution of Subsidiary Guaranty and Security Agreement. In the event that If (a) any wholly-owned Domestic Subsidiary of Company existing on the Third Restatement Closing Date (other than the Harbor Capital Subsidiaries) that has not previously executed the Subsidiary Guaranty or (b) any Person becomes a wholly-owned Domestic Subsidiary of Company after the Third Restatement Closing Date (other than a Domestic Subsidiary formed in connection with any Receivables Sale Indebtedness and other than any Domestic Subsidiary subject to a restriction permitted under subsection 6.2B prohibiting such Subsidiary’s execution of the Subsidiary Guaranty and/or the Security Agreement), and such Subsidiary owns or acquires assets with an aggregate fair market value (without netting such fair market value against any liability of such Subsidiary) exceeding $5,000,00030,000,000, Borrowers’ Agent will promptly notify Administrative Agent of that fact and cause such Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and a counterpart of the Security Agreement and to take all such further actions and execute all such further documents and instruments as may be necessary or, in the opinion of Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. To the extent any such Subsidiary is owned by a Subsidiary Guarantor, the Capital Stock of such Subsidiary shall be pledged pursuant to the Security Agreement.

Execution of Subsidiary Guaranty and Security Agreement. In the event that (a) any wholly-owned Domestic Subsidiary of Company existing on the Third Restatement Date (other than the Harbor Capital Subsidiaries) that has not previously executed the Subsidiary Guaranty or (b) any Person becomes a wholly-owned Domestic Subsidiary of Company after the Third Restatement Date date hereof (other than a Domestic Subsidiary formed in connection with any Receivables Sale Indebtedness and other than any Domestic Subsidiary subject to a restriction permitted under subsection 6.2B prohibiting such Subsidiary’s 's execution of the Subsidiary Guaranty and/or the Security Agreement), and such Subsidiary owns or acquires assets with an aggregate fair market value (without netting such fair market value against any liability of such Subsidiary) exceeding $5,000,000, Borrowers’ ' Agent will promptly notify Administrative Agent of that fact and cause such Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and a counterpart of the Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 3.1K) as may be necessary or, in the opinion of Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. To the extent any such Subsidiary is owned by a Subsidiary Guarantor, the Capital Stock of such Subsidiary shall be pledged pursuant to the Security Agreement.

Execution of Subsidiary Guaranty and Security Agreement. In the event that (a) any wholly-owned Domestic Subsidiary of Company existing on the Third Restatement Date (other than the Harbor Capital Subsidiaries) that has not previously executed the Subsidiary Guaranty or (b) any Person becomes a wholly-owned Domestic Subsidiary of Company after the Third Restatement Date date hereof (other than a Domestic Subsidiary formed in connection with any Receivables Sale Indebtedness and other than any Domestic Subsidiary subject to a restriction permitted under subsection 6.2B prohibiting such Subsidiary’s execution of the Subsidiary Guaranty and/or the Security Agreement), and such Subsidiary owns or acquires assets with an aggregate fair market value (without netting such fair market value against any liability of such Subsidiary) exceeding $5,000,000, Borrowers’ Agent will promptly notify Administrative Agent of that fact and cause such Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and a counterpart of the Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 3.1J) as may be necessary or, in the opinion of Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Domestic Subsidiary described in the applicable forms of Collateral Documents. To the extent any such Subsidiary is owned by a Subsidiary Guarantor, the Capital Stock of such Subsidiary shall be pledged pursuant to the Security Agreement.