Common use of Guarantees; Designation of Significant Domestic Subsidiaries Clause in Contracts

Guarantees; Designation of Significant Domestic Subsidiaries. Parent and all Significant Domestic Subsidiaries as of the Initial Availability Date shall guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. Upon the formation or acquisition of any Significant Domestic Subsidiary after the Initial Availability Date or upon any Subsidiary becoming a Significant Domestic Subsidiary after the Initial Availability Date, such Significant Domestic Subsidiary shall (i) within ninety (90) days from its creation or acquisition, with respect to any newly created or acquired Significant Domestic Subsidiary or (ii) within thirty (30) days after the delivery of the most recent Fiscal Year end financial statements (or by such later date as may be agreed to by the Administrative Agent in its sole discretion), with respect to any Subsidiary becoming a Significant Domestic Subsidiary, execute and deliver a supplement to the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured Obligations. If, in the aggregate, the value of the Specified US Assets of the Wholly-Owned Domestic Subsidiaries that are not Guarantors exceeds $75,000,000 as of the last day of any Fiscal Quarter, then the Borrower shall designate as many of such Wholly-Owned Domestic Subsidiaries as Guarantors as is necessary to ensure that the value of the Specified US Assets of the Wholly-Owned Domestic Subsidiaries that are not Guarantors as of the last day of such Fiscal Quarter does not exceed $75,000,000, and Parent shall cause such Wholly-Owned Domestic Subsidiaries so designated to execute and deliver a supplement to the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured Obligations and to deliver customary documentation in connection therewith satisfactory to the Administrative Agent, in each case not later than thirty (30) days after delivery of the financial statements for such Fiscal Quarter required to be delivered pursuant to Section 8.01(a) (or by such later date as may be agreed to by the Administrative Agent in its sole discretion).

Guarantees; Designation of Significant Domestic Subsidiaries. Parent and all Significant Domestic Subsidiaries as of the Initial Availability Effective Date shall guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. Upon the formation (including formation by Division) or acquisition of any Significant Domestic Subsidiary after the Initial Availability Effective Date or upon any Subsidiary becoming a Significant Domestic Subsidiary after the Initial Availability Effective Date, such Significant Domestic Subsidiary shall (i) within ninety (90) days from its creation or acquisition, with respect to any newly created or acquired Significant Domestic Subsidiary or (ii) within thirty (30) days after the delivery of the most recent Fiscal Year end financial statements (or by such later date as may be agreed to by the Administrative Agent in its sole discretion), with respect to any Subsidiary becoming a Significant Domestic Subsidiary, execute and deliver a supplement to the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured Obligations. If, in the aggregate, the value of the Specified US Assets of the Wholly-Owned Domestic Subsidiaries that are not Guarantors exceeds $75,000,000 as of the last day of any Fiscal Quarter, then the Borrower shall designate as many of such Wholly-Owned Domestic Subsidiaries as Guarantors as is necessary to ensure that the value of the Specified US Assets of the Wholly-Owned Domestic Subsidiaries that are not Guarantors as of the last day of such Fiscal Quarter does not exceed $75,000,000, and Parent shall cause such Wholly-Owned Domestic Subsidiaries so designated to execute and deliver a supplement to the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured Obligations and to deliver customary documentation in connection therewith satisfactory to the Administrative Agent, in each case not later than thirty (30) days after delivery of the financial statements for such Fiscal Quarter required to be delivered pursuant to Section 8.01(a) (or by such later date as may be agreed to by the Administrative Agent in its sole discretion).

Guarantees; Designation of Significant Domestic Subsidiaries. Parent and all Significant Domestic Subsidiaries as of the Initial Availability Date shall guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. Upon the formation or acquisition of any Significant Domestic Subsidiary after the Initial Availability Date or upon any Subsidiary becoming a Significant Domestic Subsidiary after the Initial Availability Date, such Significant Domestic Subsidiary shall (i) within ninety (90) days from its creation or acquisition, with respect to any newly created or acquired Significant Domestic Subsidiary or (ii) within thirty (30) days after the delivery of the most recent Fiscal Year end financial statements (or by such later date as may be agreed to by the Administrative Agent in its sole discretion), with respect to any Subsidiary becoming a Significant Domestic Subsidiary, execute and deliver a supplement to the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured Obligations. If, in the aggregate, the value of the Specified US Assets of the Wholly-Owned Domestic Subsidiaries that are not Guarantors exceeds $75,000,000 50,000,000 as of the last day of any Fiscal Quarter, then the Borrower shall designate as many of such Wholly-Owned Domestic Subsidiaries as Guarantors as is necessary to ensure that the value of the Specified US Assets of the Wholly-Owned Domestic Subsidiaries that are not Guarantors as of the last day of such Fiscal Quarter does not exceed $75,000,000, 50,000,000 and Parent shall cause such Wholly-Owned Domestic Subsidiaries so designated to execute and deliver a supplement to the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured Obligations and to deliver customary documentation in connection therewith satisfactory to the Administrative Agent, in each case not later than thirty (30) days after delivery of the financial statements for such Fiscal Quarter required to be delivered pursuant to Section 8.01(a) (or by such later date as may be agreed to by the Administrative Agent in its sole discretion).

Guarantees; Designation of Significant Domestic Subsidiaries. Parent and all Significant Domestic Subsidiaries as of the Initial Availability Date shall guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. Upon the formation or acquisition of any Significant Domestic Subsidiary after the Initial Availability Date or upon any Subsidiary becoming a Significant Domestic Subsidiary after the Initial Availability Date, such Significant Domestic Subsidiary shall (i) within ninety (90) days from its creation or acquisition, with respect to any newly created or acquired Significant Domestic Subsidiary or (ii) within thirty (30) days after the delivery of the most recent Fiscal Year end financial statements (or by such later date as may be agreed to by the Administrative Agent in its sole discretion), with respect to any Restricted Subsidiary becoming a Significant Domestic Subsidiary, execute such Significant Domestic Subsidiary shall guarantee the Indebtedness pursuant to the execution and deliver delivery of the Guaranty Agreement or a supplement to the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured ObligationsAgreement, as applicable. If, in the aggregate, the value of the Specified US Assets EBITDA of the Wholly-Owned Domestic Subsidiaries that are not Significant Domestic Subsidiaries and Guarantors exceeds $75,000,000 ten percent (10%) of the EBITDA of the EXLP Group as of the last day of any Fiscal Quarterthe most recently ended fiscal quarter of EXLP, then EXLP shall, within ten (10) days of delivery of the Borrower shall financial statements required to be delivered for such fiscal quarter pursuant to Section 8.01(a), designate as many of such Wholly-Owned Domestic Subsidiaries and Significant Domestic Subsidiaries as Guarantors as is necessary to ensure that the value of the Specified US Assets EBITDA of the Wholly-Owned Domestic Subsidiaries that are not Significant Domestic Subsidiaries and Guarantors as of the last day of such Fiscal Quarter does not exceed $75,000,000ten percent (10%) of the EBITDA of the EXLP Group. If EXLP shall fail to designate such Wholly-Owned Subsidiaries as Significant Domestic Subsidiaries and Guarantors, then Wholly-Owned Domestic Subsidiaries that are not Significant Domestic Subsidiaries and Parent Guarantors or deemed Significant Domestic Subsidiaries and Guarantors shall cause automatically be deemed to be Significant Domestic Subsidiaries and Guarantors in descending order based on such Wholly-Owned Domestic Subsidiaries so designated to execute and deliver a supplement to Subsidiary’s EBITDA until the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured Obligations and to deliver customary documentation in connection therewith satisfactory to the Administrative Agent, in each case not later than thirty (30) days after delivery aggregate EBITDA of the financial statements for such Fiscal Quarter required to be delivered pursuant to Section 8.01(aWholly-Owned Domestic Subsidiaries that are not Significant Domestic Subsidiaries and Guarantors no longer exceeds ten percent (10%) (or by such later date as may be agreed to by of the Administrative Agent in its sole discretion)EBITDA of the EXLP Group.

Guarantees; Designation of Significant Domestic Subsidiaries. Parent and all Significant Domestic Subsidiaries as of the Initial Availability Date shall guarantee the Secured Obligations pursuant to the Guaranty and Collateral Agreement. Upon the formation or acquisition of any Significant Domestic Subsidiary after the Initial Availability Date or upon any Restricted Subsidiary becoming a Significant Domestic Subsidiary after the Initial Availability DateSubsidiary, such Significant Domestic Subsidiary shall (i) within ninety (90) days from its creation or acquisition, with respect to any newly created or acquired Significant Domestic Subsidiary or (ii) within thirty (30) days after the delivery of the most recent Fiscal Year end financial statements (or by such later date as may required to be agreed delivered for the most recently ended fiscal year pursuant to by the Administrative Agent in its sole discretionSection 8.01(a), with respect to any Subsidiary becoming a Significant Domestic Subsidiary, execute guarantee the Indebtedness pursuant to the execution and deliver delivery of the Guaranty Agreement or a supplement to the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured ObligationsAgreement, as applicable. If, in the aggregate, the value of the Specified US Assets EBITDA of the Wholly-Owned Domestic Subsidiaries that are not Significant Domestic Subsidiaries and Guarantors exceeds $75,000,000 ten percent (10%) of the EBITDA of the EXLP Group as of the last day of any Fiscal Quarterthe most recently ended fiscal quarter of EXLP, then EXLP shall, within ten (10) days of delivery of the Borrower shall financial statements required to be delivered for such fiscal quarter pursuant to Section 8.01(a), designate as many of such Wholly-Owned Domestic Subsidiaries and Significant Domestic Subsidiaries as Guarantors as is necessary to ensure that the value of the Specified US Assets EBITDA of the Wholly-Owned Domestic Subsidiaries that are not Significant Domestic Subsidiaries and Guarantors as of the last day of such Fiscal Quarter does not exceed $75,000,000ten percent (10%) of the EBITDA of the EXLP Group. If EXLP shall fail to designate such Wholly-Owned Subsidiaries as Significant Domestic Subsidiaries and Guarantors, then Wholly-Owned Domestic Subsidiaries that are not Significant Domestic Subsidiaries and Parent Guarantors or deemed Significant Domestic Subsidiaries and Guarantors shall cause automatically be deemed to be Significant Domestic Subsidiaries and Guarantors in descending order based on such Wholly-Owned Domestic Subsidiaries so designated to execute and deliver a supplement to Subsidiary’s EBITDA until the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured Obligations and to deliver customary documentation in connection therewith satisfactory to the Administrative Agent, in each case not later than thirty (30) days after delivery aggregate EBITDA of the financial statements for such Fiscal Quarter required to be delivered pursuant to Section 8.01(aWholly-Owned Domestic Subsidiaries that are not Significant Domestic Subsidiaries and Guarantors no longer exceeds ten percent (10%) (or by such later date as may be agreed to by of the Administrative Agent in its sole discretion)EBITDA of the EXLP Group.

Guarantees; Designation of Significant Domestic Subsidiaries. Parent and all All Significant Domestic Subsidiaries as of the Initial Availability Effective Date shall guarantee the Secured Obligations pursuant to the execution and delivery of the Guaranty and Collateral Agreement. Upon the formation or acquisition of any Significant Domestic Subsidiary after the Initial Availability Date or upon any Subsidiary becoming a Significant Domestic Subsidiary after the Initial Availability Effective Date, such Significant Domestic Subsidiary shall (i) within ninety (90) days from its creation or acquisition, with respect to any newly created or acquired Significant Domestic Subsidiary or (ii) within thirty (30) days after the delivery of the most recent Fiscal Year end financial statements (or by such later date as may be agreed to by the Administrative Agent in its sole discretion)statements, with respect to any Subsidiary becoming a Significant Domestic Subsidiary, execute guarantee the Obligations pursuant to the execution and deliver delivery of a supplement to the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured ObligationsAgreement. If, in the aggregate, the value of the Specified US Assets of the Wholly-Owned Domestic Subsidiaries that are not Guarantors exceeds $75,000,000 as of the last day of any Fiscal Quarter, then the Borrower shall shall, within ten (10) days after delivery of the financial statements required to be delivered for such Fiscal Quarter, designate as many of such Wholly-Owned Domestic Subsidiaries as Guarantors as is necessary to ensure that the value of the Specified US Assets of the Wholly-Owned Domestic Subsidiaries that are not Guarantors as of the last day of such Fiscal Quarter does not exceed $75,000,000. If the Borrower shall fail to designate such Wholly-Owned Subsidiaries as Guarantors within such time period, and Parent then Wholly-Owned Domestic Subsidiaries that are not Guarantors shall cause automatically be deemed to be Guarantors in descending order based on the value of such Wholly-Owned Domestic Subsidiaries so designated to execute and deliver a supplement to Subsidiary’s Specified US Assets until the Guaranty and Collateral Agreement pursuant to which it will guarantee the Secured Obligations and to deliver customary documentation in connection therewith satisfactory to the Administrative Agent, in each case not later than thirty (30) days after delivery aggregate value of the financial statements for such Fiscal Quarter required to be delivered pursuant to Section 8.01(a) (or by such later date as may be agreed to by Specified US Assets of the Administrative Agent in its sole discretion)Wholly-Owned Domestic Subsidiaries that are not Guarantors no longer exceeds $75,000,000.