Common use of Required Guarantors Clause in Contracts

Required Guarantors. (a) If, during any fiscal quarter, any Domestic Subsidiary (other than an Excluded Subsidiary, subject to paragraph (b) below) is formed or acquired or any Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will provide notice of such formation, acquisition or cessation in the compliance certificate delivered pursuant to Section 5.01(c) for such fiscal quarter and, concurrently with the delivery of such compliance certificate, cause such Subsidiary to execute and deliver a Guarantee Agreement. (b) If, as of the end of any fiscal quarter, (i) the aggregate combined revenues of the Non-Guarantors (other than the Regulated Subsidiaries) exceed twenty-five percent (25%) of the aggregate total consolidated revenues for the most recently ended period of four (4) fiscal quarters of the Borrower and all of the Subsidiaries or (ii) the aggregate combined assets of the Non-Guarantors (other than the Regulated Subsidiaries) exceed twenty-five percent (25%) of the aggregate total consolidated assets (measured according to book value basis) as of the end of the most recently ended fiscal quarter of the Borrower and all of the Subsidiaries, the Borrower shall, concurrently with the delivery of the compliance certificate pursuant to Section 5.01(c) for such fiscal quarter, cause one or more of the Non-Guarantors to execute and deliver a Guarantee Agreement such that, after giving effect to such Guarantee Agreement, both the aggregate combined revenue and the aggregate combined assets (measured according to book value basis) of all remaining Non-Guarantors (other than the Regulated Subsidiaries), are less than twenty-five percent (25%) of the total consolidated revenue and total assets, respectively, of the Borrower and all of the Subsidiaries.

Required Guarantors. (a) If, during any fiscal quarter, If any Domestic Subsidiary (other than an Excluded Subsidiary, subject to paragraph (b) below) is formed or acquired or any Excluded Subsidiary ceases (including, without limitation, pursuant to be an Excluded Subsidiarythe Acquisitions) after the Effective Date, the Borrower will provide notice of will, within ten (10) Business Days, notify the Administrative Agent and the Lenders thereof and promptly but in no event later than twenty (20) Business Days after such formation, formation or acquisition or cessation in cause the compliance certificate delivered pursuant to Section 5.01(c) for such fiscal quarter and, concurrently with the delivery of such compliance certificate, cause such Subsidiary to execute and deliver a Guarantee Agreement; provided that, any Domestic Subsidiary of Keystone North America, Inc. shall not be required to execute a Guarantee Agreement until such time as it is a wholly-owned Subsidiary of the Borrower. (b) If, as of the end of at any fiscal quartertime, (i) the aggregate combined consolidated revenues of the Non-Guarantors (other than the Regulated Subsidiaries) Foreign Subsidiaries and Excluded Subsidiaries exceed twenty-five twenty percent (2520%) of the aggregate total consolidated revenues revenue for the most recently ended period of four (4) fiscal quarters of the Borrower and all of the Subsidiaries or (ii) the aggregate combined consolidated assets of the Non-Guarantors (other than the Regulated Subsidiaries) exceed twenty-five Foreign Subsidiaries and Excluded Subsidiaries exceeds twenty percent (2520%) of the aggregate total consolidated assets (measured according to book value basis) as of the end of the most recently ended fiscal quarter of the Borrower and all of the its Subsidiaries, the Borrower shall, concurrently with the delivery of the compliance certificate pursuant to Section 5.01(c) for such fiscal quarter, shall promptly cause one or more of the Non-Guarantors said Foreign Subsidiaries or Excluded Subsidiaries to execute and deliver a Guarantee Agreement such that, after giving effect to such Guarantee Agreement, both the aggregate combined consolidated revenue and the aggregate combined consolidated assets (measured according to book value basis) ), of all remaining Non-Guarantors (other than the Regulated Subsidiaries)Foreign Subsidiaries and all Excluded Subsidiaries that have not executed a Guaranty, are less than twenty-five twenty percent (2520%) of the total consolidated revenue and total assets, respectively, assets of the Borrower and all of the its Subsidiaries.

Required Guarantors. (a) If, during any fiscal quarter, any Domestic Subsidiary (other than an Excluded Subsidiary, subject to paragraph (b) below) is formed or acquired (by way of Division or otherwise) or any Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will provide notice of such formation, acquisition or cessation in the compliance certificate delivered pursuant to Section 5.01(c) for such fiscal quarter and, concurrently with the delivery of such compliance certificate, cause such Subsidiary to execute and deliver a Guarantee Agreement. (b) If, as of the end of any fiscal quarter, (i) the aggregate combined revenues of the Non-Guarantors (other than the Regulated Subsidiaries) exceed twenty-five percent (25%) of the aggregate total consolidated revenues for the most recently ended period of four (4) fiscal quarters of the Borrower and all of the Subsidiaries or (ii) the aggregate combined assets of the Non-Guarantors (other than the Regulated Subsidiaries) exceed twenty-five percent (25%) of the aggregate total consolidated assets (measured according to book value basis) as of the end of the most recently ended fiscal quarter of the Borrower and all of the Subsidiaries, the Borrower shall, concurrently with the delivery of the compliance certificate pursuant to Section 5.01(c) for such fiscal quarter, cause one or more of the Non-Guarantors to execute and deliver a Guarantee Agreement such that, after giving effect to such Guarantee Agreement, both the aggregate combined revenue and the aggregate combined assets (measured according to book value basis) of all remaining Non-Guarantors (other than the Regulated Subsidiaries), are less than twenty-five percent (25%) of the total consolidated revenue and total assets, respectively, of the Borrower and all of the Subsidiaries.

Required Guarantors. (a) If, during any fiscal quarter, If any Domestic Subsidiary (other than an Excluded Subsidiary, subject to paragraph (b) below) is formed or acquired after the Effective Date or any Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will provide notice of such formationwill, acquisition or cessation in within ten (10) Business Days, notify the compliance certificate delivered pursuant to Section 5.01(c) for such fiscal quarter Administrative Agent and the Lenders thereof and, concurrently with the delivery of promptly but in no event later than forty-five (45) Business Days after such compliance certificateSubsidiary was acquired, formed or ceased to be an Excluded Subsidiary, cause such Subsidiary to execute and deliver a Guarantee Agreement. (b) If, as of the end of at any fiscal quartertime, (i) the aggregate combined revenues of the Non-Guarantors (other than the Regulated Subsidiaries) exceed twenty-five percent (25%) of the aggregate total consolidated revenues for the most recently ended period of four (4) fiscal quarters of the Borrower and all of the Subsidiaries or (ii) the aggregate combined assets of the Non-Guarantors (other than the Regulated Subsidiaries) exceed twenty-five percent (25%) of the aggregate total consolidated assets (measured according to book value basis) as of the end of the most recently ended fiscal quarter of the Borrower and all of the Subsidiaries, the Borrower shall, concurrently with promptly but in no event later than forty-five (45) Business Days after the delivery end of the compliance certificate pursuant to Section 5.01(c) for such fiscal quarter, cause one or more of the Non-Guarantors to execute and deliver a Guarantee Agreement such that, after giving effect to such Guarantee Agreement, both the aggregate combined revenue and the aggregate combined assets (measured according to book value basis) of all remaining Non-Guarantors (other than the Regulated Subsidiaries), are less than twenty-five percent (25%) of the total consolidated revenue and total assets, respectively, of the Borrower and all of the Subsidiaries.

Required Guarantors. (a) If, during any fiscal quarter, any Domestic Subsidiary (other than an Excluded Subsidiary, subject to paragraph (b) below) is formed or acquired (by way of Division or otherwise) or any Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will provide notice of such formation, acquisition or cessation in the compliance certificate delivered pursuant to Section 5.01(c) for such fiscal quarter and, concurrently with the delivery of such compliance certificate, cause such Subsidiary to execute and deliver a Guarantee Agreement. (b) If, as of the end of any fiscal quarter, (ib) the aggregate combined revenues of the Non-Guarantors (other than the Regulated Subsidiaries) exceed twenty-five percent (25%) of the aggregate total consolidated revenues for the most recently ended period of four (4) fiscal quarters of the Borrower and all of the Subsidiaries or (iic) the aggregate combined assets of the Non-Guarantors (other than the Regulated Subsidiaries) exceed twenty-five percent (25%) of the aggregate total consolidated assets (measured according to book value basis) as of the end of the most recently ended fiscal quarter of the Borrower and all of the Subsidiaries, the Borrower shall, concurrently with the delivery of the compliance certificate pursuant to Section 5.01(c) for such fiscal quarter, cause one or more of the Non-Guarantors to execute and deliver a Guarantee Agreement such that, after giving effect to such Guarantee Agreement, both the aggregate combined revenue and the aggregate combined assets (measured according to book value basis) of all remaining Non-Guarantors (other than the Regulated Subsidiaries), are less than twenty-five percent (25%) of the total consolidated revenue and total assets, respectively, of the Borrower and all of the Subsidiaries.