Common use of Addition of Guarantors Clause in Contracts

Addition of Guarantors. From time to time and notwithstanding the provisions of Section 10.01, the Borrower may cause one or more additional Subsidiaries of Limited to become Guarantors hereunder by delivering, or causing to be delivered, to the Administrative Agent in respect of each applicable Subsidiary (a) a Guaranty (the date of each such Guaranty being referred to herein as a “Joinder Date”, which date shall be at least ten days after the Borrower provides notice to the Administrative Agent of its intention to cause such Subsidiary to become a Guarantor hereunder), (b) such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and (c) a favorable opinion of counsel to such Subsidiary located in the jurisdiction of organization of such Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agent; provided that no Subsidiary may become a Guarantor hereunder pursuant 151 to this Section 10.24 if a Default or Event of Default shall have occurred and be continuing on the applicable Joinder Date, or shall result from the joinder of such Subsidiary as a Guarantor on such Joinder Date. Without limiting the foregoing, if the designation of any additional direct or indirect, wholly-owned Subsidiary as a Guarantor hereunder obligates the Administrative Agent or any Lender to comply with “know your customer” or similar regulatory requirements and the information necessary for such compliance is not already available to the Administrative Agent or such Lender, as applicable, the Borrower shall, promptly upon the request of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender, as applicable, in order for it to comply with all “know your customer” and/or similar identification procedures required under all applicable Laws. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

Addition of Guarantors. From time to time and notwithstanding As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the provisions Administrative Agent in its discretion) after any Subsidiary (other than any SPV or a Foreign Subsidiary) becomes a Material Subsidiary of Section 10.01the Company, the Borrower may Company shall cause one or more additional Subsidiaries of Limited each such Material Subsidiary to become Guarantors hereunder by delivering, or causing to be delivered, deliver to the Administrative Agent a duly executed Guaranty or supplement to an existing Guaranty pursuant to which such Material Subsidiary agrees to be bound by the terms and provisions of such Guaranty; provided, that if at any time (i) the aggregate amount of the book value of assets of all Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Subsidiaries, or (ii) the Consolidated Net Worth of all Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Subsidiaries, or (iii) the assets of all Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company's Consolidated Net Income, in respect each case as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of each applicable Subsidiary the first of such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Subsidiaries (aother than any SPV) to become parties to a Guaranty (the date of each as Guarantors thereunder, or to have their Capital Stock pledged pursuant to Section 6.10.2 to eliminate such Guaranty being referred to herein as a “Joinder Date”, which date shall be at least ten days after the Borrower provides notice to the Administrative Agent of its intention to cause such Subsidiary to become a Guarantor hereunder), (b) such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and (c) a favorable opinion of counsel to such Subsidiary located in the jurisdiction of organization of such Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agentexcess; provided that no such pledge of the Capital Stock of a Foreign Subsidiary may become a Guarantor shall be required hereunder pursuant 151 to this Section 10.24 if a Default the extent such pledge is prohibited by applicable law or Event of Default shall have occurred and be continuing on the applicable Joinder Date, or shall result from the joinder of such Subsidiary as a Guarantor on such Joinder Date. Without limiting the foregoing, if the designation of any additional direct or indirect, wholly-owned Subsidiary as a Guarantor hereunder obligates the Administrative Agent or any Lender and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Holders of Obligations pursuant to comply with “know your customer” or similar regulatory requirements legally binding, valid and enforceable Pledge Agreements. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Subsidiaries, the Consolidated Net Worth of the Company and its Subsidiaries and the information necessary Company's Consolidated Net Income for such compliance is not already available to the Administrative Agent or such Lenderpurposes of this Section 6.10 shall exclude any assets, as applicable, the Borrower shall, promptly upon the request any Consolidated Net Worth and/or any Consolidated Net Income of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender, as applicable, in order for it to comply with all “know your customer” and/or similar identification procedures required under all applicable Laws. REMAINDER OF PAGE LEFT INTENTIONALLY BLANKany SPV.

Addition of Guarantors. From time to time and notwithstanding As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the provisions Administrative Agent in its discretion) after any Subsidiary (other than any SPV or a Foreign Subsidiary) becomes a Material Subsidiary of Section 10.01the Company, the Borrower may Company shall cause one or more additional Subsidiaries of Limited each such Material Subsidiary to become Guarantors hereunder by delivering, or causing to be delivered, deliver to the Administrative Agent a duly executed Guaranty or supplement to an existing Guaranty pursuant to which such Material Subsidiary agrees to be bound by the terms and provisions of such Guaranty; provided, that if at any time (i) the aggregate amount of the book value of assets of all Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Subsidiaries, or (ii) the Consolidated Net Worth of all Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Subsidiaries, or (iii) the assets of all Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company’s Consolidated Net Income, in respect each case as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of each applicable Subsidiary the first of such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Subsidiaries (aother than any SPV) to become parties to a Guaranty (the date of each as Guarantors thereunder, or to have their Capital Stock pledged pursuant to Section 6.10.2 to eliminate such Guaranty being referred to herein as a “Joinder Date”, which date shall be at least ten days after the Borrower provides notice to the Administrative Agent of its intention to cause such Subsidiary to become a Guarantor hereunder), (b) such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and (c) a favorable opinion of counsel to such Subsidiary located in the jurisdiction of organization of such Subsidiary, in form, content and scope reasonably satisfactory to the Administrative Agentexcess; provided that no such pledge of the Capital Stock of a Foreign Subsidiary may become a Guarantor shall be required hereunder pursuant 151 to this Section 10.24 if a Default the extent such pledge is prohibited by applicable law or Event of Default shall have occurred and be continuing on the applicable Joinder Date, or shall result from the joinder of such Subsidiary as a Guarantor on such Joinder Date. Without limiting the foregoing, if the designation of any additional direct or indirect, wholly-owned Subsidiary as a Guarantor hereunder obligates the Administrative Agent or any Lender and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Holders of Obligations pursuant to comply with “know your customer” or similar regulatory requirements legally binding, valid and enforceable Pledge Agreements. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Subsidiaries, the Consolidated Net Worth of the Company and its Subsidiaries and the information necessary Company’s Consolidated Net Income for such compliance is not already available to the Administrative Agent or such Lenderpurposes of this Section 6.10 shall exclude any assets, as applicable, the Borrower shall, promptly upon the request any Consolidated Net Worth and/or any Consolidated Net Income of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender, as applicable, in order for it to comply with all “know your customer” and/or similar identification procedures required under all applicable Laws. REMAINDER OF PAGE LEFT INTENTIONALLY BLANKany SPV.

Addition of Guarantors. From time The Company shall cause each Restricted Subsidiary (other than an Excluded Subsidiary) on the Restatement Date to time enter into this Agreement as a guarantor and notwithstanding enter into the applicable Security Document(s). Furthermore, upon the acquisition, formation or designation of any Restricted Subsidiary (other than an Excluded Subsidiary) or an Excluded Subsidiary no longer constituting an Excluded Subsidiary, within 30 days of such event (or solely in the case of clause (v) below, within 90 days of such event), any such Subsidiary (other than an Excluded Subsidiary), shall execute and deliver to the Representative and the Collateral Agent (i) a supplemental agreement substantially in the form of Exhibit B attached hereto pursuant to which such Person shall unconditionally Guarantee all of the Agreement Obligations until the Note Guarantee of such Person has been released in accordance with the provisions of Section 10.01this Agreement, the Borrower may cause one or more additional Subsidiaries of Limited to become Guarantors hereunder by delivering, or causing to be delivered, (ii) to the Administrative Agent extent applicable, a joinder to the applicable Security Document(s) in respect of each applicable Subsidiary form and substance reasonably satisfactory to the Representative and the Collateral Agent, (aiii) a Guaranty (the date of each such Guaranty being referred to herein as a “Joinder Date”, which date shall be at least ten days after the Borrower provides notice customary secretary’s certificate in form and substance reasonably satisfactory to the Administrative Agent of its intention to cause such Subsidiary to become a Guarantor hereunder)Representative, (b) such documents of the types referred to in clauses (iv) to the extent requested by the Representative or the Collateral Agent, a customary Opinion of Counsel in form and substance reasonably satisfactory to the Representative and the Collateral Agent and (v) in the case of Section 4.01(aa Foreign Subsidiary, local law security agreements and pledge agreements and such other documentation (including opinions) and (c) a favorable opinion of counsel to such Subsidiary located in necessary or reasonably requested under the jurisdiction of organization formation of such SubsidiaryForeign Subsidiary to provide, in form, content and scope reasonably satisfactory to the Administrative Agent; provided that no extent feasible in such jurisdiction as reasonably determined by the Representative, a first priority perfected security interest in favor of the Collateral Agent (subject to any Permitted Liens) in all of the property and assets of such Foreign Subsidiary may become a Guarantor hereunder pursuant 151 to this Section 10.24 if a Default or Event of Default (other than Excluded Property) and the equity issued by such Foreign Subsidiary. Furthermore, such Restricted Subsidiary shall have occurred and be continuing on the applicable Joinder Datetake all actions as are necessary to, or shall result from the joinder of such Subsidiary as a Guarantor on such Joinder Date. Without limiting the foregoing, if the designation of any additional direct or indirect, wholly-owned Subsidiary as a Guarantor hereunder obligates the Administrative Agent or any Lender to comply with “know your customer” or similar regulatory requirements and the information necessary for such compliance is not already available to the Administrative Agent or such Lender, as applicable, the Borrower shall, promptly upon the request of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Representative or the Collateral Agent, to cause all of its property and assets, other than Excluded Property, to become subject to a first priority perfected security interest in favor of the Collateral Agent or such Lender, as applicable(subject to any Permitted Liens and, in order for it the case of a Foreign Subsidiary, the preceding clause (v)) including delivery of Control Agreements over all of its accounts (other than Excluded Accounts); provided that delivery of a Control Agreement over accounts of Foreign Subsidiaries shall not be required to comply with all “know your customer” and/or similar identification procedures required under all the extent such a concept does not exist in the applicable Laws. REMAINDER OF PAGE LEFT INTENTIONALLY BLANKjurisdiction.