Common use of New Subsidiary Guarantors Clause in Contracts

New Subsidiary Guarantors. If, at any time after the Output Closing Time, there exists any Subsidiary that is not either a Guarantor or an Exempt Subsidiary, then the Company and each Guarantor shall, on the date any such Subsidiary is acquired or formed, (a) cause each such Subsidiary to execute and deliver a joinder to the Guaranty to the Administrative Agent, (b) pledge or cause to be pledged to the Administrative Agent for the benefit of the Lenders all of the outstanding Capital Stock thereof pursuant to a Security Document satisfactory to the Administrative Agent, to be held by the First Lien Credit Agent on behalf of itself, for the benefit of the First Lien Secured Parties, and the Administrative Agent, for the benefit of the Secured Parties, and (c) cause such Subsidiary to execute and deliver such Security Documents as may be required pursuant to Sections 4.2, 4.5(a) or 7.14(b). Upon the execution and delivery by any Subsidiary of a joinder to the Guaranty, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, (i) become a Guarantor for all purposes of this Agreement and (ii) be deemed to have made the representations and warranties, as applied to and including such new Subsidiary, set forth in this Agreement.

New Subsidiary Guarantors. If, at any time after the Output Closing Timedate of this Agreement, there exists any Restricted Subsidiary that is not either with total assets with a Guarantor book value of $250,000 or an Exempt Subsidiarymore, then the Company and each Guarantor shall, and shall cause each of their respective Subsidiaries to, on the date any such Restricted Subsidiary is acquired or formedacquires or otherwise becomes possessed of such amount of total assets, (ai) cause each such Restricted Subsidiary (excluding Ellwood) to execute and deliver a joinder to the Guaranty to the Administrative Agent, (bii) pledge or cause to be pledged to the Administrative Agent for the benefit of the Lenders all of the outstanding Capital Stock thereof of such Restricted Subsidiary or held by such Restricted Subsidiary (excluding the Capital Stock of any Unrestricted Subsidiary held by such Restricted Subsidiary) pursuant to a Security Document satisfactory to the Administrative Agent, to be held by the First Lien Credit Agent on behalf of itself, for the benefit of the First Lien Secured Parties, and the Administrative Agent, for the benefit of the Secured Parties, and (ciii) cause such Subsidiary to execute and deliver such Security Documents as may be required pursuant to Sections 4.2, 4.5(a) or 7.14(b). Upon the execution and delivery by any Restricted Subsidiary of a joinder to the Guaranty, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, (ix) become a Guarantor for all purposes of this Agreement and (iiy) be deemed to have made the representations and warranties, as applied to and including such new Subsidiary, set forth in this Agreement.

New Subsidiary Guarantors. If, at any time after the Output Closing Timedate of this Agreement, there exists any Restricted Subsidiary that is not either with total assets with a Guarantor book value of $100,000 or an Exempt Subsidiarymore, then the Company and each Guarantor shall, and shall cause each of their respective Subsidiaries to, on the date any such Restricted Subsidiary is acquired or formedacquires or otherwise becomes possessed of such amount of total assets, (ai) cause each such Restricted Subsidiary (excluding Ellwood) to execute and deliver a joinder to the Guaranty to the Administrative Agent, (bii) pledge or cause to be pledged to the Administrative Agent for the benefit of the Lenders all of the outstanding Capital Stock thereof of such Restricted Subsidiary or held by such Restricted Subsidiary (excluding the Capital Stock of any Unrestricted Subsidiary held by such Restricted Subsidiary) pursuant to a Security Document satisfactory to the Administrative Agent, to be held by the First Lien Credit Agent on behalf of itself, for the benefit of the First Lien Secured Parties, and the Administrative Agent, for the benefit of the Secured Parties, and (ciii) cause such Subsidiary to execute and deliver such Security Documents as may be required pursuant to Sections 4.2, 4.5(a) or 7.14(b). Upon the execution and delivery by any Restricted Subsidiary of a joinder to the Guaranty, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, (ix) become a Guarantor for all purposes of this Agreement and (iiy) be deemed to have made the representations and warranties, as applied to and including such new Subsidiary, set forth in this Agreement.

New Subsidiary Guarantors. If, at any time after the Output Closing Timedate of this Agreement, there exists any Restricted Subsidiary that is not either with total assets with a Guarantor book value of $250,000; or an Exempt Subsidiarymore, then the Company and each Guarantor shall, and shall cause each of their respective Subsidiaries to, on the date any such Restricted Subsidiary is acquired or formedacquires or otherwise becomes possessed of such amount of total assets, (ai) cause each such Restricted Subsidiary (excluding Ellwood) to execute and deliver a joinder to the Guaranty to the Administrative Agent, (bii) pledge or cause to be pledged to the Administrative Agent for the benefit of the Lenders all of the outstanding Capital Stock thereof of such Restricted Subsidiary or held by such Restricted Subsidiary (excluding the Capital Stock of any Unrestricted Subsidiary held by such Restricted Subsidiary) pursuant to a Security Document satisfactory to the Administrative Agent, to be held by the First Lien Credit Agent on behalf of itself, for the benefit of the First Lien Secured Parties, and the Administrative Agent, for the benefit of the Secured Parties, and (ciii) cause such Subsidiary to execute and deliver such Security Documents as may be required pursuant to Sections 4.2, 4.5(a) or 7.14(b). Upon the execution and delivery by any Restricted Subsidiary of a joinder to the Guaranty, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, (ix) become a Guarantor for all purposes of this Agreement and (iiy) be deemed to have made the representations and warranties, as applied to and including such new Subsidiary, set forth in this Agreement.

New Subsidiary Guarantors. If, at any time after the Output Closing Timedate of this Agreement, there exists any Restricted Subsidiary that is not either a Guarantor or an Exempt Subsidiary(excluding Ellwood), then the Company and each Guarantor shall, and shall cause each of their respective Subsidiaries to, on the date any such Restricted Subsidiary is acquired or formedacquired, (ai) cause each such Restricted Subsidiary (excluding Ellwood) to execute and deliver a joinder to the Guaranty to the Administrative Agent, (bii) pledge or cause to be pledged to the Administrative Agent for the benefit of the Lenders all of the outstanding Capital Stock thereof of such Restricted Subsidiary or held by such Restricted Subsidiary pursuant to a Security Document satisfactory to the Administrative Agent, to be held by the First Lien Credit Agent on behalf of itself, for the benefit of the First Lien Secured Parties, and the Administrative Agent, for the benefit of the Secured Parties, and (ciii) cause such Subsidiary to execute and deliver such Security Documents as may be required pursuant to Sections 4.2, 4.5(a) or 7.14(b). Upon the execution and delivery by any Restricted Subsidiary of a joinder to the Guaranty, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, (ix) become a Guarantor for all purposes of this Agreement and (iiy) be deemed to have made the representations and warranties, as applied to and including such new Subsidiary, set forth in this Agreement.” (l) Section 7.14(b) of the Credit Agreement is hereby amended and restated in its entirety with the following:

New Subsidiary Guarantors. If, at any time after the Output Closing Timedate of this Agreement, there exists any Subsidiary that is not either with total assets with a Guarantor book value of $100,000 or an Exempt Subsidiarymore, then the Company and each Guarantor shall, and shall cause each of its respective Subsidiaries to, on the date any such Subsidiary is acquired or formedacquires or otherwise becomes possessed of such amount of total assets, (a) cause each such Subsidiary (excluding Ellwood) to execute and deliver a joinder to the Guaranty to the Administrative AgentAgent and the Security Agreement to the Collateral Trustee, (b) pledge or cause to be pledged to the Administrative Agent Collateral Trustee for the benefit of the Lenders Secured Parties all of the outstanding Capital Stock thereof pursuant to a Security Document satisfactory to the Administrative Agent, to be held by the First Lien Credit Agent on behalf of itself, for the benefit of the First Lien Secured Parties, and the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, and (c) cause such Subsidiary to execute and deliver such Security Documents as may be required pursuant to Sections 4.2, 4.5(a) or 7.14(b). Upon the execution and delivery by any Subsidiary of a joinder to the Guaranty, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, (i) become a Guarantor for all purposes of this Agreement and (ii) be deemed to have made the representations and warranties, as applied to and including such new SubsidiarySubsidiary from and after such time, set forth in this Agreement.