Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. (i) If at any time a member of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).

Additional Subsidiary Guarantors. (i) If In the event that at any time a member of after the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyRestatement Effective Date, the Company shall cause such consolidated Borrower acquires, creates or has any Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver Subsidiary that is not already a party to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutionsGuaranty, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewithBorrower will promptly, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) no later than the date that is 55 days following after the initial date on which a member last day of the Senior Management Team of the Company obtained actual knowledge that fiscal quarter during which such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets Subsidiary is acquired or created (or such later date as may be deemed necessary or appropriate by longer period to which the Administrative Agent may agree in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and an opinion of counsel (which may be provided by in-house counsel) as the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutionsshall reasonably request, opinions and other documentation in each case, in form and substance reasonably satisfactory to the Administrative Agent Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Non-Guarantor Subsidiaries”), (1) the Borrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, taken together in the aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such income of the Borrower and its Subsidiaries consolidated for the most recently completed fiscal year; and (ii) any special purpose entity created or acquired in connection therewith, such Supplement and other documentation with any Permitted Securitization Transaction shall not be required to be delivered become a party to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Subsidiary Guaranty.

Additional Subsidiary Guarantors. (i) If at any time a member The Company will take, and will cause each of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic its Subsidiaries (other than SPVs(i) which are Project Subsidiaries except to the extent not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets prohibited by the terms of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) instruments governing any Project Non-Recourse Debt of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutionsProject Subsidiary, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time Foreign Subsidiaries except to the extent provided in SUBSECTION (xd) any Domestic Subsidiary below and (iii) those Subsidiaries having limited or negligible assets as of the Company Closing Date which is not a Subsidiary Guarantor guaranties any Indebtedness under are to be merged into, or liquidated or dissolved and their residual assets distributed to, one or more Loan Parties within 90 days after the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver Closing Date pursuant to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered Company's reorganization plan disclosed to the Administrative Agent prior to or concurrently with the delivery Closing Date) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the guaranty - 97 - Company (other than such Project Subsidiaries, Foreign Subsidiaries and other Subsidiaries) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other Indebtedness (than any such Project Subsidiary or such later date Foreign Subsidiary) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a "Guarantor" under the Subsidiary Guaranty, an "Obligor" under the Security Agreement and an "Obligor" under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).applicable to such new Subsidiary; and

Additional Subsidiary Guarantors. Holdings and the Borrower will take, and will cause each of their Subsidiaries (iother than Foreign Subsidiaries, except to the extent provided in subsection (c) If at any below, and Permitted Non-Guarantor Subsidiaries) to take, such actions from time a member to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than Foreign Subsidiaries, except to the extent provided in subsection (c) below, and Permitted Non-Guarantor Subsidiaries and the Borrower) are Subsidiary Guarantors. Without limiting the generality of the Senior Management Team foregoing, in the event that Holdings or the Borrower shall form or acquire any new Subsidiary (provided that nothing in this Section 8.12 shall imply any right by Holdings to acquire any Subsidiary in contravention of Section 9.13(b)), it will (I) as soon as practicable and in any event within 30 days after such formation or acquisition, provide the Company has actual knowledge that the aggregate assets Administrative Agent with notice of such formation or acquisition, setting forth in reasonable detail a description of all of the Company’s consolidated Domestic Subsidiaries assets of such new Subsidiary, and (II) cause such new Subsidiary (other than SPVsa Foreign Subsidiary, except to the extent provided in subsection (c) which are not Subsidiary Guarantors exceed ten percent below, and Permitted Non-Guarantor Subsidiaries) to, within 60 days after such formation or acquisition: (10%i) of Consolidated Domestic Assets of the Company execute and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Collateral Agent executed Supplements a Joinder Agreement pursuant to which such new Subsidiary shall agree to become Subsidiary Guarantors a “Guarantor” under the Subsidiaries Guaranty, and appropriate corporate resolutionsgrantor, opinions pledgor, mortgagor or the like under the applicable Security Documents; (ii) if such Person owns any real property having fair market value greater than $1,000,000 in the aggregate for all such owned property together and other documentation located in form and substance reasonably satisfactory the United States or, to the Administrative Agent in connection therewith, such Supplements and other documentation extent deemed to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate material by the Administrative Agent or the Required Lenders in its or their sole discretion)., located outside the United States, or leases any property located in the United States that after the acquisition would be Material Leased Property, to execute and deliver to the Collateral Agent such mortgages, deeds of trust or other agreements or instruments covering such real property and fixtures as shall be necessary to create and perfect valid and enforceable Liens (subject only to Permitted Liens) on such real property and fixtures as collateral security for the Secured Obligations, together in each case with such Perfection Documents, environmental reports and landlord’s waivers as the Administrative Agent or the Required Lenders may reasonably request; (iii) to the extent not otherwise covered pursuant to clause (ii) If at any time above, take such actions (xincluding delivering such securities, other investment property or instruments and executing and delivering such UCC financing statements and other Perfection Documents) any Domestic Subsidiary as shall be necessary to create and perfect valid and enforceable first priority Liens (subject only to Permitted Liens) on all or substantially all of the Company which assets of such new Subsidiary as collateral security for the Secured Obligations; and (iv) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is not a Subsidiary Guarantor guaranties any Indebtedness under consistent with those delivered by each Credit Party (or its Managing Entity) pursuant to Section 5.04 on the Dutch Credit Agreement Initial Borrowing Date or (y) any Subsidiary of as the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y)Administrative Agent, the Company Collateral Agent or the Required Lenders shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)have requested.

Additional Subsidiary Guarantors. Take, and will cause each of their Subsidiaries (iother than Foreign Subsidiaries, except to the extent provided in subsection (c) If at any below, and Non-Wholly-Owned Entities) to take, such actions from time a member to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than Foreign Subsidiaries, except to the extent provided in subsection (c) below, and Non-Wholly-Owned Entities) are Subsidiary Guarantors. Without limiting the generality of the Senior Management Team foregoing, in the event that any Loan Party shall form or acquire any such new Subsidiary, Holdings, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Administrative Agent with notice of the Company has actual knowledge that the aggregate assets such formation or acquisition, setting forth in reasonable detail a description of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not assets of such new Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall will cause such consolidated Domestic Subsidiaries as are necessary to reduce new Subsidiary to: (i) within 45 days after such aggregate assets to formation or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutionsacquisition, opinions and other documentation execute a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent in connection therewithand the Required Lenders pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Subsidiary Guarantee Agreement, such Supplements and other documentation to be delivered to grantor, pledgor, mortgagor or the Administrative Agent as promptly as possible but in any event within thirty (30) days following like under the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).applicable Security Documents; (ii) If at if such Subsidiary owns any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then real property located in the case United States the value of clause (x) or (y)which exceeds $500,000, the Company shall cause such Subsidiary to execute and deliver to the Administrative Agent an executed Supplement such mortgages, deeds of trust or other agreements or instruments covering such real property and fixtures as shall be necessary to become a Subsidiary Guarantor create and appropriate corporate resolutionsperfect valid and enforceable Liens (subject only to Permitted Liens) on such real property and fixtures as collateral security for the Obligations, opinions together in each case with such Uniform Commercial Code financing statements, environmental reports, title insurance policies, and other documentation in form and substance reasonably satisfactory to surveys, as the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered or the Required Lenders may reasonably request; (iii) to the Administrative Agent prior extent not otherwise covered pursuant to clause (ii) above, take such actions (including delivering such securities, other investment property or concurrently with the delivery instruments and authorizing such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens (subject only to Permitted Liens) on all or substantially all of the guaranty assets of such other Indebtedness (or such later date new Subsidiary as may be deemed necessary or appropriate collateral security for the Obligations, as requested by the Administrative Agent in its sole discretion)or Required Lenders; and (iv) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.2 on the Closing Date or as the Administrative Agent or the Required Lenders shall have requested.

Additional Subsidiary Guarantors. With respect to (i) If at any time Person that is or becomes a member of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries Subsidiary (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%an Excluded Subsidiary) of Consolidated Domestic Assets the Borrower after the Closing Date, and/or (ii) any Subsidiary of the Company and its consolidated Domestic Subsidiaries Borrower that ceases to be an Excluded Subsidiary after the Closing Date (other than the SPVseach such Subsidiary being referred to as a “New Subsidiary”), then: (a) within five (5) Business Days (or such longer period as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%Administrative Agent may agree) of such Consolidated Domestic Assets event, the Borrower shall: (i) notify the Administrative Agent in writing of such event and the name of such New Subsidiary; (ii) provide the Administrative Agent with the U.S. taxpayer identification for such New Subsidiary; and (iii) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent or any Lender requests in order to deliver comply with its obligations under applicable “know your customer” rules and regulations, Anti-Money-Laundering Laws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation; and (b) within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent Agent, at the Borrower’s sole expense, each of which shall be originals, or e-mail (in a .pdf format) or facsimiles (followed promptly by originals) unless otherwise specified, each of which documents shall be properly executed Supplements to become by a Responsible Officer of the signing New Subsidiary Guarantors or Loan Party, as applicable, and appropriate corporate resolutions, opinions and other documentation each in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders: (i) a joinder agreement in connection therewithsubstantially the form attached hereto as Exhibit G, together with all of the items described in Sections 4.01(a)(iv), 4.01(a)(v), 4.01(a)(vii) and 4.01(a)(viii) with respect to each New Subsidiary (in each case to the extent not already a Subsidiary Guarantor), (ii) a joinder agreement and/or pledge amendment with respect to the Pledge Agreement pursuant to which the Equity Interests in such Supplements and other documentation New Subsidiary shall be pledged in favor of the Administrative Agent for the benefit of the Secured Parties (in each case to be delivered the extent not already pledged as Collateral) together with the items referenced in Section 4.01(a)(iii)(A)-(C) with respect to such New Subsidiary, and (iii) if required by the Administrative Agent, favorable opinions of counsel to the Loan Parties, addressed to the Administrative Agent, the L/C Issuer and each Lender as to such matters as the Administrative Agent as promptly as possible but may reasonably request concerning such New Subsidiary and the Loan Documents to which such New Subsidiary is a party. (c) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (“know your customer” or such later date as may be deemed necessary or appropriate similar investigation conducted by the Administrative Agent in its sole discretion). (ii) If at with respect to any time (x) any Domestic New Subsidiary of the Company which is are not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewithAgent, such Supplement New Subsidiary shall not be permitted to become a Guarantor, and other documentation to be delivered to for the Administrative Agent prior to or concurrently with the delivery avoidance of the guaranty of such other Indebtedness (or such later date doubt no Default shall occur as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)a result thereof.

Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days after such occurrence (or such longer period as the Administrative Agent may agree), and thereafter promptly (and in any event, within 30 days after such notification (or such longer period as the Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such Person to (a) so long as such Person is not an Excluded Subsidiary or ESOL Holdco (unless, with respect to ESOL Holdco, the ESOL Disposition is not consummated on or before the ESOL Disposition Outside Date or the ESOL Disposition Agreement is terminated prior to the ESOL Disposition Outside Date), (i) If at any time a member provide an unconditional guaranty of the Senior Management Team Obligations of each Borrower by executing and delivering to the Company has actual knowledge that Administrative Agent a counterpart of or supplement to the aggregate assets of all of Domestic Subsidiary Guaranty or such other guaranty or document as the Company’s consolidated Administrative Agent shall deem appropriate for such purpose and (ii) if such Person is required to become or will become a Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company Loan Party, duly execute and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements joinders and supplements to become Subsidiary Guarantors and appropriate corporate resolutionsthe Security Documents or additional agreements granting a security interest in the Collateral of such Domestic Loan Party, opinions and other documentation in each case in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements (including delivery of all certificates representing owned Equity Interests and other documentation to be delivered instruments), and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as promptly the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as possible but a Responsible Officer in connection with any event within thirty Loan Document to which it is or may be a party; (30ii) days following such documents and certifications as the initial date on which Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s jurisdiction of incorporation or organization) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a member of Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Senior Management Team Subsidiaries of the Company obtained actual knowledge that necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of counsel to such aggregate assets exceed ten percent Person (10%) which shall cover, among other things, the legality, validity, binding effect and enforceability of such Consolidated Domestic Assets the documentation referred to in clause (or such later date as may be deemed necessary or appropriate by a)), all in form, content and scope reasonably satisfactory to the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of Agent. In addition to the foregoing, the Company which may from time to time cause any Subsidiary that is not a Material Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Designated Borrower to become a Subsidiary Guarantor guaranties by providing the documentation required under clauses (a) and (b) of this Section 6.13. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties)Subsidiaries, other than then, notwithstanding the Indebtedness hereunder, then in the case of clause (x) or (y)notice and timing provisions set forth herein above, the Company shall cause such Subsidiary Subsidiaries to provide the guaranty contemplated by this Section and execute and deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or related documents required by this Section concurrently with the delivery consummation of such Acquisition. Notwithstanding anything to the contrary set forth herein, in no event shall any Excluded Subsidiary that is excluded by virtue of clauses (a), (b) or (e) of the definition thereof be required to provide a guaranty of such other Indebtedness (any Obligations of the Company or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)any Designated Borrower that is a Domestic Subsidiary.

Additional Subsidiary Guarantors. Take, and will cause each of their Subsidiaries (iother than Foreign Subsidiaries, except to the extent provided in subsection (c) If at any below, and Non-Wholly-Owned Entities) to take, such actions from time a member to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than Foreign Subsidiaries, except to the extent provided in subsection (c) below, and Non-Wholly-Owned Entities) are Subsidiary Guarantors. Without limiting the generality of the Senior Management Team foregoing, in the event that any Loan Party shall form or acquire any such new Subsidiary, Holdings, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Administrative Agent with notice of the Company has actual knowledge that the aggregate assets such formation or acquisition, setting forth in reasonable detail a description of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not assets of such new Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall will cause such consolidated Domestic Subsidiaries as are necessary to reduce new Subsidiary to: (i) within 45 days after such aggregate assets to formation or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutionsacquisition, opinions and other documentation execute a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent in connection therewithand the Required Lenders pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Subsidiary Guarantee Agreement, such Supplements and other documentation to be delivered to grantor, pledgor, mortgagor or the Administrative Agent as promptly as possible but in any event within thirty (30) days following like under the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).applicable Security Documents; (ii) If at if such Subsidiary owns any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then real property located in the case United States the value of clause (x) or (y)which exceeds $500,000, the Company shall cause such Subsidiary to execute and deliver to the Administrative Agent an executed Supplement such mortgages, deeds of trust or other agreements or instruments covering such real property and fixtures as shall be necessary to become a Subsidiary Guarantor create and appropriate corporate resolutionsperfect valid and enforceable Liens (subject only to Permitted Liens) on such real property and fixtures as collateral security for the Obligations, opinions together in each case with such Uniform Commercial Code financing statements, environmental reports, title insurance policies, and other documentation in form and substance reasonably satisfactory to surveys, as the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered or the Required Lenders may reasonably request; (iii) to the Administrative Agent prior extent not otherwise covered pursuant to clause (ii) above, take such actions (including delivering such securities, other investment property or concurrently with the delivery instruments and authorizing such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens (subject only to Permitted Liens) on all or substantially all of the guaranty assets of such other Indebtedness (or such later date new Subsidiary as may be deemed necessary or appropriate collateral security for the Obligations, as requested by the Administrative Agent in its sole discretion)or Required Lenders; and (iv) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.2 on the Restatement Effective Date or as the Administrative Agent or the Required Lenders shall have requested.

Additional Subsidiary Guarantors. (i) If at any time a member of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries Material Subsidiary (other than SPVsan Affected Foreign Subsidiary) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of is formed or acquired after the Company and its consolidated Domestic Subsidiaries (other than the SPVs)Effective Date, as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) if any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement required to become a Subsidiary Guarantor and appropriate corporate resolutionshereunder pursuant to Section 5.11, opinions and other documentation in form and substance reasonably satisfactory to the Borrower will: (a) notify the Administrative Agent in connection therewith, thereof; (b) within 30 days (or such Supplement and other documentation to be delivered to longer period as the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent agree, in its sole discretion) after such Subsidiary is formed, acquired or designated, as applicable cause such Subsidiary to become a party to the Subsidiary Guaranty and the Security Agreement pursuant to the completion and execution of a Subsidiary Joinder Agreement (as such term is defined in the Security Agreement) and promptly take such actions to create and perfect Liens in accordance with the terms of the Security Agreement to secure the Secured Obligations as the Administrative Agent shall reasonably request; (c) within 30 days (or such longer period as the Administrative Agent may agree, in its sole discretion) after such Subsidiary is formed, acquired or designated, as applicable, cause such Subsidiary to: (i) execute and deliver such documents, organizational documents, certificates, resolutions and opinions of the type referred to in Sections 4.01(b), (d), (e) and (f) with respect to each such Subsidiary, and its entry into the Subsidiary Guaranty and the Security Agreement; (ii) execute and deliver any and all further documentation and take such further action as the Administrative Agent may deem necessary or reasonably appropriate to: (1) grant, perfect and protect such Liens; (2) to evidence the authority of such Subsidiary to grant such Liens; (3) for the Administrative Agent to obtain the full benefits of this Agreement and the other Loan Documents, but subject to the exclusions set forth in the Security Agreement; and (iii) cause the Equity Interests issued by such Subsidiary Guarantor to be pledged pursuant to the Security Agreement by the owner thereof.

Additional Subsidiary Guarantors. Holdings and the Company will take, and will cause each of their Subsidiaries (iother than Foreign Subsidiaries, except to the extent provided in subsection (c) If at any below, and Permitted Non-Guarantor Subsidiaries) to take, such actions from time a member to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than Foreign Subsidiaries, except to the extent provided in subsection (c) below, and Permitted Non-Guarantor Subsidiaries) are Subsidiary Guarantors. Without limiting the generality of the Senior Management Team of foregoing, in the event that Holdings or the Company has actual knowledge shall form or acquire any new Subsidiary (provided, that nothing in this Section 8.12 shall imply an right by Holdings to acquire any Subsidiary in contravention of Section 9.13(b)), it will (I) as soon as practicable and in any event within 30 days after such formation or acquisition, provide the aggregate assets Holders with notice of such formation or acquisition, setting forth in reasonable detail a description of all of the Company’s consolidated Domestic Subsidiaries assets of such new Subsidiary, and (II) cause such new Subsidiary (other than SPVsa Foreign Subsidiary, except to the extent provided in subsection (c) which are not Subsidiary Guarantors exceed ten percent below, and Permitted Non-Guarantor Subsidiaries) to within 60 days after such formation or acquisition: (10%i) of Consolidated Domestic Assets of the Company execute and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Collateral Agent executed Supplements a Joinder Agreement pursuant to which such new Subsidiary shall agree to become Subsidiary Guarantors a “Guarantor” under the Subsidiaries Guaranty, and appropriate corporate resolutionsgrantor, opinions and other documentation in form and substance reasonably satisfactory to pledgor, mortgagor or the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to like under the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).applicable Security Documents; (ii) If at if such Person owns any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other real property having fair market value greater than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then $1,000,000 in the case of clause (x) aggregate for all such owned property together and located in the United States or, to the extent deemed to be material by the Required Holders in their sole discretion, located outside the United States, or (y)leases any property located in the United States that after the acquisition would be Material Leased Property, the Company shall cause such Subsidiary to execute and deliver to the Administrative Collateral Agent an executed Supplement such mortgages, deeds of trust or other agreements or instruments covering such real property and fixtures as shall be necessary to become a create and perfect valid and enforceable Liens (subject only to Permitted Liens) on such real property and fixtures as collateral security for the Secured Obligations, together in each case with such Perfection Documents, environmental reports and landlord’s waivers as the Required Holders may reasonably request; (iii) to the extent not otherwise covered pursuant to clause (ii) above, take such actions (including delivering such securities, other investment property or instruments and executing and delivering such UCC financing statements and other Perfection Documents) as shall be necessary to create and perfect valid and enforceable first priority Liens (subject only to Permitted Liens) on all or substantially all of the assets of such new Subsidiary Guarantor and appropriate corporate resolutionsas collateral security for the Secured Obligations; and (iv) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be documents as is consistent with those delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness by each Credit Party (or such later date its Managing Entity) pursuant to Section 4.03 on the Funding Date or as may be deemed necessary the Collateral Agent or appropriate by the Administrative Agent in its sole discretion)Required Holders shall have requested.

Additional Subsidiary Guarantors. (i) If at any time a member of the Senior Management Team of the Company Borrower has actual knowledge that the aggregate assets of all of the CompanyBorrower’s domestic consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company Borrower and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyBorrower, the Company Borrower shall cause such domestic consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Assets. (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of any the Borrower for which such the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company Borrower shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with as promptly as possible but 57 in any event within thirty (30) days following the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Indebtedness.

Additional Subsidiary Guarantors. (ia) If at any time a member The Obligors will cause each of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic their Subsidiaries (other than SPVsExcluded Subsidiaries) which are not to enter into the Subsidiary Guarantors exceed ten percent (10%) Guaranty as required under Section 4.10. Further, the Obligors will cause each of Consolidated Domestic Assets of the Company and its consolidated Domestic their Subsidiaries (other than Excluded Subsidiaries) first formed or acquired after the SPVs), as calculated by date hereof to enter into the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to Subsidiary Guaranty and deliver to each of the Administrative Agent executed Supplements to become Subsidiary Guarantors holders of the Notes (promptly, and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty 30 days after the formation or acquisition of such Subsidiary) the following items: (30i) days following the initial date on which a member joinder agreement in respect of the Senior Management Team Subsidiary Guaranty; (ii) a certificate signed by an authorized Responsible Officer of the Company obtained actual knowledge that Obligors making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such aggregate assets exceed ten percent Subsidiary and the Subsidiary Guaranty, as applicable; (10%iii) a certificate of the Secretary (or other appropriate officer) of such Consolidated Domestic Assets the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; (or such later date as iv) an opinion of counsel (who may be deemed necessary or appropriate in-house counsel for the Obligors) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Administrative Agent Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its sole discretionterms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (v) a counterpart of the Intercreditor Agreement, signed by such Subsidiary Guarantor; and (vi) (to the extent not already a party to the Intercreditor Agreement), a joinder to the Intercreditor Agreement signed by each of the holders of Debt for borrowed money of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor. If any Subsidiary that had previously been an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Obligors will within 30 days thereafter cause such Subsidiary to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes all of the documents required in clauses (i)-(vi) of this Section 9.5(a). (iib) If at In addition to, and without limiting the requirement in Section 9.5(a), the Obligors will cause any time (x) any Domestic Subsidiary which is required by the terms of the Company Bank Credit Agreement (or any other agreement pursuant to which Debt for borrowed money of an Obligor is not outstanding) to become a Subsidiary Guarantor guaranties any Indebtedness party to, or otherwise guarantee, Debt outstanding under the Dutch Bank Credit Agreement or (y) any such other agreement, to enter into the Subsidiary Guaranty and deliver to each of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness holders of any Borrower for which such Borrower is a primary obligor the Notes (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery incurrence of any such obligation pursuant to the Bank Credit Agreement or such other agreement) all of the guaranty documents required in clauses (i)-(vi) of such other Indebtedness paragraph (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)a) above.

Additional Subsidiary Guarantors. (i) If In the event that at any time a member of after the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyClosing Date, the Company shall cause such consolidated Borrower acquires, creates or has any Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver Subsidiary that is not already a party to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutionsGuaranty, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewithBorrower will promptly, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) no later than the date that is 55 days following after the initial date on which a member last day of the Senior Management Team of the Company obtained actual knowledge that fiscal quarter during which such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets Subsidiary is acquired or created (or such later date as may be deemed necessary or appropriate by longer period to which the Administrative Agent may agree in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and an opinion of counsel (which may be provided by in-house counsel) as the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutionsshall reasonably request, opinions and other documentation in each case, in form and substance reasonably satisfactory to the Administrative Agent Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Non-Guarantor Subsidiaries”), (1) the Borrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, taken together in the aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such income of the Borrower and its Subsidiaries consolidated for the most recently completed fiscal year; and (ii) any special purpose entity created or acquired in connection therewith, such Supplement and other documentation with any Permitted Securitization Transaction shall not be required to be delivered become a party to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Subsidiary Guaranty.

Additional Subsidiary Guarantors. If (iA) If at any time Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower does not designate such Subsidiary as a member of Retail Store Subsidiary as permitted hereunder, then promptly (and, in any event, within thirty (30) days) after the Senior Management Team of date such Subsidiary ceases to be an Immaterial Subsidiary or such creation or acquisition the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company Borrower shall cause such consolidated Domestic Subsidiaries Person to (1) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Second Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as are necessary the Administrative Agent shall deem reasonably appropriate for such purpose, (2) grant a security interest in all Collateral (subject to reduce the exceptions specified in the Second Lien Guaranty and Security Agreement) owned by such aggregate assets Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or below ten percent such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Collateral Document, (10%3) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements such opinions, documents and certificates referred to become Subsidiary Guarantors in Section 3 as may be reasonably requested by the Administrative Agent, (4) deliver to the Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) such original certificated Ownership Interests or other certificates and appropriate corporate resolutionsstock or other transfer powers evidencing the Ownership Interests of such Person, opinions (5) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (6) deliver to the Administrative Agent such other documentation documents as may be reasonably requested by the Administrative Agent, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent in connection therewithAgent; provided that, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within may extend the time period for such delivery by (x) an additional thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or discretion and (y) any Subsidiary an additional number of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely days thereafter as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary consented to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Required Lenders.

Additional Subsidiary Guarantors. (a) The Company will cause each new Domestic Subsidiary that is a Guarantor of any Material Domestic Indebtedness to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will Guarantee payment of the notes, within 150 days after the later of (i) If at any time the date it becomes a member of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at the date it guarantees such Material Domestic Indebtedness; provided that for so long as any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y)Existing Notes remain outstanding, the Company shall cause such Subsidiary to Guarantee payment of the Notes within the applicable time period set forth in the indentures governing the Existing Notes. In addition, the Company will cause each Foreign Subsidiary that becomes a Guarantor of any Material Domestic Indebtedness to execute and deliver to the Administrative Agent an executed Supplement Trustee a supplemental indenture pursuant to become which such Subsidiary will Guarantee payment of the Notes within 150 days after the later of (i) the date it becomes a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to (ii) the Administrative Agent in connection therewith, date it guarantees such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery Material Domestic Indebtedness; provided that for so long as any of the guaranty Existing Notes remain outstanding, the Company shall cause such Subsidiary to Guarantee payment of the Notes within the applicable time period set forth in the indentures governing the Existing Notes. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor without rendering the Subsidiary Guarantee, as it relates to such other Indebtedness (Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or such later date as may be deemed necessary fraudulent transfer or appropriate by similar laws affecting the Administrative Agent in its sole discretion)rights of creditors generally.

Additional Subsidiary Guarantors. (i) If at any time a member of the Senior Management Team of the Company Borrower has actual knowledge that the aggregate assets of all of the CompanyBorrower’s domestic consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company Borrower and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyBorrower, the Company Borrower shall cause such domestic consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Assets. (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of any the Borrower for which such the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company Borrower shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Indebtedness.

Additional Subsidiary Guarantors. (i) If at (A) any time a member of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), designated as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become an Immaterial Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation ceases to be delivered to an Immaterial Subsidiary, or any Subsidiary that satisfies the Administrative Agent definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower does not designate such Subsidiary as a Retail Store Subsidiary as permitted hereunder, then promptly as possible but (and, in any event within thirty (30) days following days) after the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (Subsidiary ceases to be an Immaterial Subsidiary or such later date creation or acquisition, the Borrower shall cause such Person to (1) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the First Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) grant a security interest in all Collateral (subject to the exceptions specified in the First Lien Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Collateral Document, (3) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 3.2 as may be deemed necessary reasonably requested by the Administrative Agent, (4) deliver to the Administrative Agent such original certificated Ownership Interests or appropriate other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (5) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (6) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion)discretion and (y) an additional number of days thereafter as consented to by the Required Lenders. (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (yA) any Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Company which is not a Borrower designates such Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness Retail Store Subsidiary as permitted hereunder, then promptly (and, in any event within thirty (30) days) after the case of clause (x) date such Subsidiary ceases to be an Immaterial Subsidiary or (y)such creation or acquisition, the Company Borrower shall cause such Subsidiary Person to (1) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the First Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) deliver to the Administrative Agent an executed Supplement such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (3) deliver to become a Subsidiary Guarantor the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and appropriate corporate resolutions(4) deliver to the Administrative Agent such other opinions, opinions documents and other documentation certificates as may be reasonably requested by the Administrative Agent, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in connection therewith, such Supplement its sole discretion and other documentation (y) an additional number of days thereafter as consented to by the Required Lenders. (iii) If (A) any Subsidiary designated as a Retail Store Subsidiary ceases to be delivered a Retail Store Subsidiary and (B) the Borrower does not designate such Subsidiary as an Immaterial Subsidiary as permitted hereunder, then promptly (and, in any event within thirty (30) days) after the date such Subsidiary ceases to be a Retail Store Subsidiary, the Borrower shall cause such Person to (1) grant a security interest in all Collateral (subject to the exceptions specified in the First Lien Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent prior a duly executed supplement to each applicable Collateral Document or concurrently such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the delivery terms of each applicable Collateral Document, (2) deliver to the guaranty of Administrative Agent such other Indebtedness (or such later date updated Schedules to the Loan Documents as may be deemed necessary or appropriate requested by the Administrative Agent with respect to such Person and (3) deliver to the Administrative Agent such other opinions, documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion)discretion and (y) an additional number of days thereafter as consented to by the Required Lenders.

Additional Subsidiary Guarantors. The Parent Borrower wiIl take, and will cause each of its Subsidiaries (iother than Foreign Subsidiaries, except to the extent provided in SUBSECTION (d) If at any below) to take, such actions from time a member to time as shall be necessary to ensure that all Subsidiaries of the Senior Management Team Parent Borrower (other than Foreign Subsidiaries, except to the extent provided in SUBSECTION (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company has actual knowledge that shall form or acquire any new Subsidiary, the aggregate assets Parent Borrower, as soon as practicable and in any event within 10 days after such formation or acquisition, will provide the Collateral Agents with notice of such formation or acquisition setting forth in reasonable detail a description of all of the Company’s consolidated Domestic Subsidiaries assets of such new Subsidiary and will cause such new Subsidiary (other than SPVsa Foreign Subsidiary, except to the extent provided in SUBSECTION (d) below) to: (i) within 10 days after such formation or acquisition, execute an Accession Agreement or any other document or instrument pursuant to which are not such new Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of shall agree to become a "Guarantor" under the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated Guaranty delivered by the CompanySubsidiary Guarantors, a "Credit Party" under the U.S. Security Agreement, the Company shall cause PPSA Security Agreement, the Quebec Hypothec, the Pledge Agreement, and/or an obligor under such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date Collateral Documents as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).applicable to such new Subsidiary; and (ii) If at any time (x) any Domestic Subsidiary deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to SECTION 4.01 on the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under Closing Date or as the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y)Administrative Agents, the Company Collateral Agents or the Required Lenders shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)have requested.

Additional Subsidiary Guarantors. To the extent necessary to cause (ix) If at any time a member the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Non-Guarantor Subsidiaries only) of the Senior Management Team Non-Guarantor Subsidiaries for the most recently ended period of four consecutive fiscal quarters of the Company has actual knowledge that Borrower not to exceed 30% of the aggregate Consolidated EBITDA of the Borrower and all its Subsidiaries for such period and (y) the consolidated total assets of all the Non-Guarantor Subsidiaries as of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets last day of the Company most recently ended period of four consecutive fiscal quarters not to exceed 40% of the consolidated total assets of the Borrower and all its consolidated Domestic Subsidiaries (other than as of such date, concurrently with the SPVsdelivery of the Compliance Certificate for such period pursuant to Section 6.02(a), cause one or more Non-Guarantor Subsidiaries to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of a Subsidiary Guaranty Joinder Agreement or such other document as calculated by the CompanyAdministrative Agent shall deem appropriate for such purpose, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent and (10%b) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements documents of the types referred to become in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Subsidiary Guarantors (which shall cover, among other things, the legality, validity, binding effect and appropriate corporate resolutionsenforceability of the documentation referred to in clause (a)), opinions all in form, content and other documentation in form and substance scope reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation Agent; provided that the Borrower shall not cause any Foreign Subsidiary to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not become a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any pursuant to this Section 6.12 unless and until all Domestic Subsidiaries have become Subsidiary of the Company which is not Guarantors. If a Non-Guarantor Subsidiary becomes a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor pursuant to the foregoing sentence, concurrently with the delivery of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then documentation referenced in the case of clause (x) or (y)foregoing sentence, the Company shall Borrower will cause such Non-Guarantor Subsidiary to deliver to the Administrative Agent an executed Supplement documents of the types referred to become a in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Subsidiary Guarantor (which shall cover, among other things, the legality, validity, binding effect and appropriate corporate resolutionsenforceability of such documentation), opinions all in form, content and other documentation in form and substance scope reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Agent.

Additional Subsidiary Guarantors. (i) If at any time a member of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to Notify the Administrative Agent executed Supplements to become at the time that any Person becomes a Domestic Subsidiary Guarantors and appropriate corporate resolutions, opinions promptly thereafter (and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) 30 days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date time as may be deemed necessary or appropriate determined by the Administrative Agent in its sole discretion), cause such Person to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of, or joinder to, the Guaranty and Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) grant a deed of charge or lien (or such other document as the Administrative Agent shall deem appropriate for such purpose) over all or substantially all of its assets in favor of the Administrative Agent, and (C) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by the Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (ii) If at any time Notify each Agent on the earliest of (x) the Delayed Draw Expiration Date, of any Domestic Person that is a Foreign Subsidiary as of such date that was formed or incorporated in the Company which is not a Subsidiary Guarantor guaranties same jurisdiction as any Indebtedness under the Dutch Credit Agreement or Borrower, (y) the time that any Person becomes a Foreign Subsidiary (whether by the creation or acquisition of such Subsidiary or otherwise) and (z) the Company which is not time that any Person becomes a Subsidiary Guarantor guaranties any Indebtedness Borrower pursuant to Section 2.14, of any Borrower for which such Borrower Person that is a primary obligor (other than solely Foreign Subsidiary as a guarantor of obligations of its Affiliates such date that is formed or other third parties)incorporated in the same jurisdiction as such Borrower, other than the Indebtedness hereunder, then and in the case of each such Person that is a Foreign Subsidiary that is organized under the laws of a jurisdiction in which any Borrower is also organized, promptly thereafter (and in any event within 30 days or such later time as may be determined by the Agents in their collective sole discretion) and subject to clause (xiii) or (y)below, the Company shall cause such Subsidiary Person to deliver to the Administrative Agent an executed Supplement to (A) become a Subsidiary Guarantor by executing and delivering to the Agents a counterpart of, or joinder to, the Australian Deed of Guarantee and Indemnity or such other document as either Agent shall deem appropriate corporate resolutionsfor such purpose (including, without limitation, an accession deed to the Australian Deed of Guarantee and Indemnity), (B) grant a deed of charge or lien (or such other document as the Agents shall deem appropriate for such purpose) over all or substantially all of its assets in favor of each applicable Agent and (C) deliver to the Agents documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by either Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and other enforceability of the documentation referred to in form clause (A)), all in form, content and substance scope reasonably satisfactory to the Administrative Agent Agents. (iii) Nothing in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to this Section 6.13 shall require that (A) a Foreign Subsidiary guarantee or concurrently with the delivery grant a deed of the guaranty of such other Indebtedness charge or lien (or such later date other document as may the applicable Agent shall deem appropriate for such purpose) over all or substantially all or its assets to guarantee or secure any obligations of any Borrower that is not organized in the same jurisdiction as such Foreign Subsidiary or (B) that the Loan Parties be deemed necessary required to take any action under the laws of the jurisdiction of incorporation or appropriate formation of any Immaterial First-Tier Foreign Subsidiary to perfect security interests in any Collateral consisting of the capital stock issued by the Administrative Agent in its sole discretion)such Immaterial First-Tier Foreign Subsidiary.

Additional Subsidiary Guarantors. (i) If at any time a member of the Senior Management Team of the Company Borrower has actual knowledge that the aggregate assets of all of the CompanyBorrower’s domestic consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company Borrower and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyBorrower, the Company Borrower shall cause such domestic consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Assets. (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of any the Borrower for which such the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company Borrower shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with as promptly as possible but in any event within thirty (30) days following the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Indebtedness.

Additional Subsidiary Guarantors. (i) If at any The Borrower will take, and will cause each of Borrower’s Restricted Subsidiaries to take, such actions from time a member to time as shall be necessary to ensure that all Subsidiaries of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries Borrower (other than SPVsExcluded Subsidiaries) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets not later than the times set forth herein. Without limiting the generality of the foregoing, if any Restricted Group Company and its consolidated Domestic Subsidiaries shall form or acquire any new Subsidiary (other than the SPVsan Excluded Subsidiary), as calculated by the Companyor if any Excluded Subsidiary shall cease to be an Excluded Subsidiary, the Company shall cause such consolidated Domestic Subsidiaries Borrower, as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors soon as practicable and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) 45 days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate agreed by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary after such formation, acquisition or cessation, will provide the Collateral Agent with notice of such formation, acquisition or cessation and the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall will cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness to: (i) within 45 days (or such later date as may be deemed necessary or appropriate agreed by the Administrative Agent in its sole discretion) after such formation, acquisition or cessation, (A) execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Subsidiary Guarantor” under the Guaranty; a “Subsidiary Guarantor” under the Security Agreement; and a “Subsidiary Guarantor” under the Pledge Agreement; and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary and (B) take all actions required to be taken by such Collateral Documents to perfect the Liens granted thereunder; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 of this Agreement on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested in order to evidence compliance with this Section 6.12(a).

Additional Subsidiary Guarantors. The Company shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company (other than Special Purpose Entities) are Subsidiary Guarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to Section 8.5, the Company or any of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (or any Subsidiary ceases to be a Special Purpose Entity), the Company or such Subsidiary will cause such new Subsidiary (a) to execute and deliver a joinder agreement to the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Subsidiary Guarantor, (b) to execute and deliver such collateral security agreements, instrument and other documents, including security agreements, stock pledge and control agreements and intellectual property security agreements, in form and substance satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary under the Subsidiary Guaranty; (c) if such Subsidiary has any Subsidiaries, to execute and deliver pledge agreements, together with (i) If at any time a member of the Senior Management Team of the Company has actual knowledge that the aggregate assets of certificates representing all of the Company’s consolidated Domestic Subsidiaries Capital Stock of any Person owned by such Subsidiary and (ii) undated stock powers executed in blank, (d) to execute and deliver such other than SPVs) agreements, instruments, approvals or other documents as may be requested by the Purchaser in order to create, perfect, establish, and maintain the first priority of any Lien in favor of the Purchaser or to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to which are not Subsidiary Guarantors exceed ten percent are parties, and (10%e) to deliver opinions of Consolidated Domestic Assets of counsel to the Company and its consolidated Domestic Subsidiaries (other than or such Subsidiary as to such matters as the SPVs), as calculated by the CompanyPurchaser may request. In addition, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver grant to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation Purchaser a valid first priority perfected security interest in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member Capital Stock of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of to secure the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties)Obligations to Purchaser, other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary subject to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Section 7.17.

Additional Subsidiary Guarantors. (i) If at any time a member of the Senior Management Team of the Company Borrower has actual knowledge that the aggregate assets of all of the CompanyBorrower’s domestic consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company Borrower and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyBorrower, the Company Borrower shall cause such domestic consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) Assets. If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of any the Borrower for which such the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company Borrower shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness Indebtedness. For the avoidance of doubt and notwithstanding the foregoing, no Subsidiary Guaranty shall be required to be delivered prior to the Funding Date; provided, however, that no thirty-day grace period described in any of the foregoing subsections of this Section 7.2(K) shall apply to any of the Subsidiary Guarantees required to be delivered on the Funding Date (or such later date as may be deemed necessary or appropriate by described in clause (i) of the Administrative Agent in its sole discretion)definition of “Subsidiary Guarantors”) and related deliveries required as a condition to the Funding Date pursuant to Section 5.1 hereto.

Additional Subsidiary Guarantors. (ia) If at any time a member The Obligors will cause each of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic their Subsidiaries (other than SPVsExcluded Subsidiaries) which are not to enter into the Subsidiary Guarantors exceed ten percent (10%) Guaranty as required under Section 4.10. Further, the Obligors will cause each of Consolidated Domestic Assets of the Company and its consolidated Domestic their Subsidiaries (other than Excluded Subsidiaries) first formed or acquired after the SPVs), as calculated by date hereof to enter into the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to Subsidiary Guaranty and deliver to each of the Administrative Agent executed Supplements to become Subsidiary Guarantors holders of the Notes (promptly, and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty 30 days after the formation or acquisition of such Subsidiary) the following items: (30i) days following the initial date on which a member joinder agreement in respect of the Senior Management Team Subsidiary Guaranty; (ii) a certificate signed by an authorized Responsible Officer of the Company obtained actual knowledge that Obligors making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such aggregate assets exceed ten percent Subsidiary and the Subsidiary Guaranty, as applicable; (10%iii) a certificate of the Secretary (or other appropriate officer) of such Consolidated Domestic Assets the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; (or such later date as iv) an opinion of counsel (who may be deemed necessary or appropriate in-house counsel for the Obligors) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Administrative Agent Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its sole discretionterms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; (v) a counterpart of the Intercreditor Agreement, signed by such Subsidiary Guarantor; and (vi) (to the extent not already a party to the Intercreditor Agreement), a joinder to the Intercreditor Agreement signed by each of the holders of Debt for borrowed money of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor. If any Subsidiary that had previously been an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Obligors will within 30 days thereafter cause such Subsidiary to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes all of the documents required in clauses (i)-(vi) of this Section 9.5(a). (iib) If at In addition to, and without limiting the requirement in Section 9.5(a), the Obligors will cause any time (x) any Domestic Subsidiary which is required by the terms of the Company Bank Credit Agreement (or any other agreement pursuant to which Debt for borrowed money of an Obligor is not outstanding) to become a Subsidiary Guarantor guaranties any Indebtedness party to, or otherwise guarantee, Debt outstanding under the Dutch Bank Credit Agreement or (y) any such other agreement, to enter into the Subsidiary Guaranty and deliver to each of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness holders of any Borrower for which such Borrower is a primary obligor the Notes (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery incurrence of any such obligation pursuant to the Bank Credit Agreement or such other agreement) all of the guaranty documents required in clauses (i)-(vi) of such other Indebtedness paragraph (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)a) above.

Additional Subsidiary Guarantors. (i) If at any time a member The Borrower will take, and will cause each of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the CompanyBorrower’s consolidated Domestic Subsidiaries (other than SPVsExcluded Subsidiaries) which are not Subsidiary Guarantors exceed ten percent (10%) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries Borrower (other than Excluded Subsidiaries) are Subsidiary Guarantors not later than the SPVstime set forth herein. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than an Excluded Subsidiary), the Borrower, as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries soon as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors practicable and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) 30 days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate agreed by the Administrative Agent in its sole discretion).) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition and the Borrower will cause such new Subsidiary to: (iii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness within 30 days (or such later date as may be deemed necessary or appropriate agreed by the Administrative Agent in its sole discretion)) after such formation or acquisition, (A) execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Subsidiary Guarantor” under the Guaranty; a “Subsidiary Guarantor” under the Security Agreement; and a “Subsidiary Guarantor” under the Pledge Agreement; and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary and (B) take all actions required to be taken by such Collateral Documents to perfect the liens granted thereunder; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 of this Agreement on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested in order to evidence compliance with this Section 6.12.

Additional Subsidiary Guarantors. (a) The Company shall cause (i) If at any time a member of the Senior Management Team each Restricted Subsidiary of the Company has actual knowledge that that, after the aggregate assets of all of Issue Date, guarantees the Company’s consolidated Domestic Subsidiaries Senior Secured Credit Facilities (other than SPVsor any facility refinancing or replacing such facilities) which are not or (ii) each Restricted Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company that, after the Issuer Date, guarantees any Public Indebtedness of the Company or any other Restricted Subsidiary of the Company to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the notes on the same terms and subject to the same conditions and limitations as those set forth in this Indenture (each such guarantee of the notes, an "Additional Guarantee");provided that the Company shall use its consolidated Domestic commercially reasonable efforts to cause Restricted Subsidiaries of the Company that account for, in the aggregate, greater than 50% of the Consolidated EBITDA of the Company for the year ended December 31, 2004 (other the "Requisite Guarantors") to issue Guarantees in accordance with this Indenture not later than the SPVsdate that is 180 days after the Issue Date (the "Subsequent Guarantee Date"), as calculated by . (b) Notwithstanding the Companyforegoing, the Company shall not be obligated to cause any such consolidated Domestic Subsidiaries as are necessary Restricted Subsidiary to reduce Guarantee the Notes to the extent that such aggregate assets Guarantee would reasonably be expected to give rise to or below ten percent result in: (10%1) any violation of applicable law, rule, regulation or order that cannot be avoided or other-wise prevented through measures reasonably available to the Company or such Restricted Subsidiary; or (2) any liability for the officers, directors or shareholders of such Consolidated Domestic Assets Restricted Subsidiary. (c) In the event that the Company fails for any reason to deliver cause the Requisite Guarantors to issue such Guarantees on or prior to the Administrative Agent executed Supplements Subsequent Guarantee Date, the Company shall pay supplemental interest on each subsequent interest payment date of the Notes to become Subsidiary Guarantors and appropriate corporate resolutionseach Holder of Euro Notes or Dollar Notes, opinions and other documentation as the case may be, in form and substance reasonably satisfactory an amount equal to 0.25% per annum of the Administrative Agent in connection therewith, aggregate principal amount of Notes held by such Supplements and other documentation to be delivered to Holder from the Administrative Agent as promptly as possible but in any event within thirty Subsequent Guarantee Date through the earlier of (30i) days following the initial date on which a member the Requisite Guarantors issue such Guarantees, (ii) the date on which the Requisite Guarantors who then Guarantee the Senior Secured Credit Facilities and Public Indebtedness, if any, issue such Guarantees and (iii) the date on which there are either no Guarantors of the Senior Management Team of Secured Credit Facilities or all Guarantors at the Company obtained actual knowledge that such aggregate assets exceed ten percent Senior Secured Credit Facilities Guarantee the Notes (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion"Supplemental Interest"). (iid) If at Any such failure to procure such Guarantees in accordance with this Section 4.19 shall not constitute a Default or Event of Default under this Indenture. (e) Notwithstanding the foregoing and the other provisions of this Indenture, any time (x) any Domestic Additional Guarantee by a Restricted Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of Notes shall provide by its Affiliates or other third parties), other than the Indebtedness hereunder, then terms that it shall be automatically and unconditionally released and discharged in the case of clause (x) or (y), the Company circumstances described in Section 11.04. Any Additional Guarantee shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become be considered a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Guarantee under this Indenture.

Additional Subsidiary Guarantors. (i) If at any time a member Each of the Senior Management Team Parent, ASG and the Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Company has actual knowledge Borrower (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) are Subsidiary Guarantors. Without limiting the generality of the foregoing, in the event that any Consolidated Party shall form or acquire any new Subsidiary, the aggregate assets Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the Company’s consolidated Domestic Subsidiaries assets of such new Subsidiary and will cause such new Subsidiary (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs)a Foreign Subsidiary, as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver except to the Administrative Agent executed Supplements to become Subsidiary Guarantors extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30Joint Venture Entities) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).to: (iii) If at any time (x) any Domestic Subsidiary of the Company which is not within 30 days after such formation or acquisition, execute a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Joinder Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for pursuant to which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company new Subsidiary shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement agree to become a “Guarantor” under the Subsidiary Guarantor Guaranty Agreement, an “Obligor” under the Security Agreement and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to a “Pledgor” under the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).Pledge Agreement;

Additional Subsidiary Guarantors. If any of the following occur (each an “Organizational Event”): (a) any Person that was neither a Subsidiary Guarantor nor a wholly-owned Subsidiary on the Effective Date becomes a wholly-owned Subsidiary, (b) any wholly-owned Subsidiary that was an Inactive Subsidiary on the Effective Date continues to be a wholly-owned Subsidiary but ceases to be an Inactive Subsidiary, or (c) with respect to any Subsidiary, the Borrower elects to have such Subsidiary become a “Subsidiary Guarantor” hereunder, then the Borrower will notify the Credit Parties in writing thereof not later than the tenth Business Day after the date of such Organizational Event and (i) If at any time the Borrower will cause such Subsidiary (unless such Subsidiary is a member of CFC) to (A) execute and deliver each applicable Guarantee Document (or otherwise become a party thereto in the Senior Management Team of manner provided therein) and become a party to each applicable Security Document in the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are manner provided therein, in each case not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other later than the SPVs), as calculated by twentieth Business Day after the Company, the Company shall cause date of such consolidated Domestic Subsidiaries as are necessary Organizational Event and (B) promptly take such actions to reduce create and perfect Liens on such aggregate Subsidiary’s assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to secure the Credit Obligations as the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance or the Required Lenders shall reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty request (30) days following the initial date on which a member it being understood that not more than 100% of the Senior Management Team non-voting Equity Interests (if any) and 65% of the Company obtained actual knowledge voting Equity Interests in a Foreign Subsidiary that such aggregate assets exceed ten percent (10%is a CFC shall be pledged) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). and (ii) If at if any time (x) Equity Interests issued by any Domestic such Subsidiary are owned or held by or on behalf of the Company which is not a Borrower or any Subsidiary Guarantor guaranties or any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates loans, advances or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) debt is owed or (y), the Company shall cause owing by any such Subsidiary to deliver the Borrower or any Subsidiary Guarantor, the Borrower will cause such Equity Interests and promissory notes and other instruments evidencing such loans, advances and other debt to be pledged pursuant to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to Security Documents not later than the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to tenth Business Day after the Administrative Agent prior to or concurrently with the delivery of the guaranty date of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Organizational Event.

Additional Subsidiary Guarantors. (i) If at any time a member The Company will take, and will cause each of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic its Subsidiaries (other than SPVs(i) which are Project Subsidiaries except to the extent not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets prohibited by the terms of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) instruments governing any Project Non-Recourse Debt of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutionsProject Subsidiary, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time Foreign Subsidiaries except to the extent provided in SUBSECTION (xD) any Domestic Subsidiary below and (iii) those Subsidiaries having limited or negligible assets as of the Company Closing Date which is not a Subsidiary Guarantor guaranties any Indebtedness under are to be merged into, or liquidated or dissolved and their residual assets distributed to, one or more Loan Parties within 90 days after the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver Closing Date pursuant to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered Company's reorganization plan disclosed to the Administrative Agent prior to or concurrently with the delivery Closing Date) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the guaranty Company (other than such Project Subsidiaries, Foreign Subsidiaries and other Subsidiaries) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other Indebtedness (than any such Project Subsidiary or such later date Foreign Subsidiary) to: (i) within 30 days after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a "Guarantor" under the Subsidiary Guaranty, an "Obligor" under the Security Agreement and an "Obligor" under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).applicable to such new Subsidiary; and

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any one or more Persons (ix) If at constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco), and or (y) that is a Subsidiary that is not already a Guarantor hereunder Guarantees any time Indebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by the Borrower, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person(s) to become Guarantor(s) hereunder and grant a member of the Senior Management Team of the Company has actual knowledge that the aggregate first priority perfected security interest in its assets of a type constituting Collateral so that after giving effect thereto, the Net Loan Party Accounts Receivable shall constitute at least 90% of all net accounts receivable of the Company’s consolidated Equinix and its Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company after intercompany eliminations and its consolidated Domestic Subsidiaries (other than the SPVsexcluding Real Property Lease Accounts), as calculated in each case, by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%a) of such Consolidated Domestic Assets to deliver executing and delivering to the Administrative Agent executed Supplements a Joinder Agreement and/or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (b) delivering to become Subsidiary Guarantors the Administrative Agent documents of the types referred to in clauses (iii), (iv) and appropriate corporate resolutions(v) of Section 4.01(a) and favorable opinions of counsel to such Person(s) (which shall cover, opinions among other things, the legality, validity, binding effect and other enforceability of the documentation referred to in form clauses (a) and substance (b), as applicable, and no conflict with material agreements), in all such cases of the foregoing clauses (a) and (b), in form, content and scope reasonably satisfactory to the Administrative Agent Agent; provided, however, that, so long as no Default or Event of Default has occurred and is continuing, if any such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) solely as a result of it having been acquired through an Acquisition occurring after the Closing Date and does not otherwise Guarantee Indebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by the Borrower, then such Person shall not be required to become a Guarantor under this Section 6.14 unless such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) at any time on or after the nine month anniversary of such Acquisition, at which time it shall promptly become a Guarantor hereunder in connection therewithaccordance with the preceding provisions of this Section 6.14. In addition, such Supplements Equinix may, from time to time, elect to cause any Domestic Subsidiary to become a Guarantor in accordance with the preceding clauses (a) and other documentation (b) of this Section 6.14. Each Loan Party agrees to be delivered take all actions necessary to promptly pledge to the Administrative Agent as promptly as possible but in any event within thirty (30) days following for the initial date on which a member benefit of the Senior Management Team Secured Parties all Equity Interests owned by it of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary each Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties)joined pursuant to this Section 6.14, other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with including without limitation the delivery of the guaranty of all certificates representing such other Indebtedness (or such later date as may be deemed Equity Interests, accompanied by undated stock powers duly executed in blank, and effecting any necessary or appropriate by advisable amendments to the Administrative Agent in its sole discretion)Pledge and Security Agreement and/or the Schedules thereto to evidence such pledge.

Additional Subsidiary Guarantors. (i) If In the event that at any time a member of after the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyClosing Date, the Company shall cause such consolidated Borrower acquires, creates or has any Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver Subsidiary that is not already a party to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutionsGuaranty, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewithBorrower will promptly, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) no later than the date that is 55 days following after the initial date on which a member last day of the Senior Management Team of the Company obtained actual knowledge that fiscal quarter during which such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets Subsidiary is acquired or created (or such later date as may be deemed necessary or appropriate by longer period to which the Administrative Agent may agree in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Table of Contents Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and an opinion of counsel (which may be provided by in-house counsel) as the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutionsshall reasonably request, opinions and other documentation in each case, in form and substance reasonably satisfactory to the Administrative Agent Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Non-Guarantor Subsidiaries”), (1) the Borrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, taken together in the aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such income of the Borrower and its Subsidiaries consolidated for the most recently completed fiscal year; and (ii) any special purpose entity created or acquired in connection therewith, such Supplement and other documentation with any Permitted Securitization Transaction shall not be required to be delivered become a party to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Subsidiary Guaranty.

Additional Subsidiary Guarantors. (a) The Company will cause any Person (other than YRRFC) that becomes a Material Domestic Subsidiary after the date hereof (i) If at any time a member of to execute and deliver to the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of Administrative Agent, within ten Business Days after the Company’s consolidated Domestic Subsidiaries delivery, pursuant to Section 5.01(a) or (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVsb), as calculated by applicable, of the Companyfinancial statements for the fiscal period at the end of which such Person first becomes a Material Domestic Subsidiary, or, if such Person first becomes a Material Domestic Subsidiary as a result of a Significant Acquisition, within ten Business Days after the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) consummation of such Consolidated Domestic Assets Significant Acquisition, a supplement to the Subsidiary Guarantee Agreement, in the form prescribed therein, guaranteeing the obligations of the Borrowers hereunder and (ii) concurrently with the delivery of such supplement, to deliver to the Administrative Agent executed Supplements evidence of action of such Person’s board of directors or other governing body authorizing the execution, delivery and performance thereof. (b) If (i) as of the end of any fiscal year of the Company, the assets of any Subsidiary Guarantor (other than an Initial Subsidiary Guarantor) comprise less than 5% of the consolidated total assets of the Company and its Subsidiaries, and the revenue attributable to become any such Subsidiary Guarantors Guarantor (other than an Initial Subsidiary Guarantor) comprises less than 5% of the consolidated revenue of the Company and appropriate corporate resolutionsits Subsidiaries for such fiscal year, opinions and other documentation or (ii) the Company or any Subsidiary sells or otherwise transfers all of the Equity Interests of any Subsidiary Guarantor to any Person which is not the Company or a Subsidiary or liquidates or dissolves any Subsidiary Guarantor in form and substance reasonably satisfactory to a transaction which, in any case described in this clause (b), is not otherwise prohibited by the terms of this Agreement, the Administrative Agent in connection therewithwill, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member behalf of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties)Lenders, other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to execute and deliver to the Administrative Agent an executed Supplement to become Company a release of such Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to from its obligations under the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Subsidiary Guarantee Agreement.

Additional Subsidiary Guarantors. (i) If at any time a member of On or prior to the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyDiligence Deadline, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver furnish to the Administrative Agent executed Supplements to become any information that the Administrative Agent or the Collateral Agent may reasonably request regarding the Additional Subsidiary Guarantors and appropriate corporate resolutionstheir respective Accounts and Inventory. The Administrative Agent or the Collateral Agent may, opinions at the Company’s sole cost and other documentation expense, take such actions as specified in form and substance reasonably satisfactory Section 10.17 of the Credit Agreement in relation to the Additional Subsidiary Guarantors (except with respect to the Real Property owned by the Additional Subsidiary Guarantors unless (x) the Company at its election requests the Administrative Agent to include such Real Property in connection therewith, such Supplements the Borrowing Base or (y) a Mortgage is required pursuant to Section 10.15 of the Credit Agreement) in a manner and other documentation to be delivered to through any medium that the Administrative Agent as promptly as possible but in any event within thirty or the Collateral Agent considers reasonably advisable (30the “Required Diligence”) days following the initial date on which a member of the Senior Management Team of and the Company obtained actual knowledge that shall furnish all such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date assistance and information as may be deemed necessary or appropriate by the Administrative Agent may require in its sole discretion).connection with the Required Diligence. For the avoidance of doubt, the parties hereto agree that the limitation on (i) Appraisals, investigations and reviews set forth in Section 10.17(b) of the Credit Agreement and (ii) verifications and reports set forth in Section 10.17(d) of the Credit Agreement, shall not apply to the Required Diligence on a one-time basis. Notwithstanding the foregoing, the only consequence of the Required Diligence not being completed prior to the Diligence Deadline is as set forth in Section 4 hereof; (ii) If at any time The Company shall provide to the Administrative Agent, no later than sixty (x60) days (or such longer period as the Administrative Agent may agree) following the date that any Domestic Subsidiary acquired in connection with the Colomer Acquisition becomes an Additional Subsidiary Guarantor, (A) all certificated Stock owned by such Additional Subsidiary Guarantor required to be pledged pursuant to the provisions of the Company which is not a Credit Agreement and the other Loan Documents, (B) an executed Deposit Account Control Agreement for each Deposit Account held by such Additional Subsidiary Guarantor guaranties any Indebtedness under required to be subject to a Deposit Account Control Agreement pursuant to the Dutch provisions of the Credit Agreement or and the other Loan Documents and (yC) any an executed Securities Account Control Agreement for each Securities Account held by such Additional Subsidiary Guarantor required to be subject to a Securities Account Control Agreement pursuant to the provisions of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (Credit Agreement and the other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Loan Documents.

Additional Subsidiary Guarantors. (ia) If at any time a member of On and after the Senior Management Team of date hereof, the Company has actual knowledge that the aggregate assets of all will cause each of the Company’s consolidated Material Domestic Subsidiaries to promptly (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) calendar days following of such Subsidiary becoming a Material Domestic Subsidiary): (i) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be a Subsidiary Guarantor under this Indenture and be bound by the initial date on which terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 18; provided that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor; and (B) such Note Guarantee and joinders to any applicable Related Security Documents pursuant to Section 4.13(b) constitute a member valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other exceptions; and (ii) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guarantee. Notwithstanding the foregoing, at no time shall the Company permit the Domestic Subsidiaries excluded from the definition of “Material Domestic Subsidiary” (other than pursuant to clauses (i) through (iv) of the Senior Management Team proviso thereof) that have not become Subsidiary Guarantors to have consolidated total assets of more than $5,000,000 or total revenues for the most recent 12-month period of more than $5,000,000 (it being understood that the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) shall have 30 calendar days from the date of such Consolidated Domestic Assets (determination to cause one or such later date as may be deemed necessary or appropriate by more Subsidiaries to become Subsidiary Guarantors to comply with the Administrative Agent in its sole discretionforegoing requirement). (iib) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y)In addition, the Company shall cause such each Subsidiary to deliver to the Administrative Agent an executed Supplement Guarantor to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory party to the Administrative Agent in connection therewith, applicable Related Security Documents and take such Supplement and other documentation actions required thereby to be delivered grant to the Administrative Agent prior Collateral Agent, for the benefit of itself, the Trustee and the Holders, a perfected security interest in any Collateral held by such Subsidiary Guarantor, subject to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Permitted Liens.

Additional Subsidiary Guarantors. Notify the Administrative Agent at any time that Borrower will be adding a Project to the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be included in the pool of Qualified Unencumbered Properties upon delivery of the following to Administrative Agent: (i) If at any time Description of such Project; (ii) A certificate of a member Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the calculation of Unencumbered Asset Value, (2) the value or NOI of such Project used in the calculations in such pro forma Compliance Certificate, (3) the name of the Senior Management Team owner of all or any portion of such Project (which must be a Wholly Owned Subsidiary of the Company has actual knowledge Borrower or CCPT II as of the date on which it is added as a Qualified Unencumbered Property), (4) the date on which such Project shall become a Qualified Unencumbered Property (the “Addition Date”), which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exists no Event of Default under this Agreement and that the aggregate assets addition of such Project shall not result in any such Event of Default; and (iii) A title report respecting such Project dated not more than fifteen (15) days prior to the date such Project will be added to such pool of Qualified Unencumbered Properties and, except with respect to any Project that had been included in such pool of Qualified Unencumbered Properties within one (1) year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of Qualified Unencumbered Properties. The effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such Project is not a Loan Party, the Borrower shall, within ten (10) days after the Addition Date, (a) cause such owner to become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Company’s consolidated Domestic Subsidiaries Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and (other than SPVsb) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements documents of the types referred to become Subsidiary Guarantors in clauses (iii) and appropriate corporate resolutions(iv) of Section 4.01(a) for such Person, together with favorable opinions of counsel to such Person (which shall cover the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and such other documentation matters as may be reasonably required by the Administrative Agent), in each case in form and substance reasonably satisfactory similar to those delivered on the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Closing Date. (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).

Additional Subsidiary Guarantors. (i) If at any time a member an Authorized ----------------------------------- Officer of the Senior Management Team of the Company Energizer has actual knowledge that the aggregate assets of all of the Company’s Energizer's domestic consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company Energizer and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyEnergizer, the Company Energizer shall cause such domestic consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Assets. (ii) If at any time (x) any Domestic domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company Energizer which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), Energizer other than the Indebtedness hereunderhereunder or under the 364-Day Agreement, then in the case of clause (x) or (y), the Company Energizer shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Indebtedness.

Additional Subsidiary Guarantors. Cause any Subsidiary of the Parent Borrower that (i) If at is a Direct Owner or an Indirect Owner with respect to any time Qualified Asset, (ii) is not a member of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries Borrower or a Subsidiary Guarantor and (iii) becomes a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness (other than SPVsPari Passu Obligations and Indebtedness arising under the Facilities), promptly (and, in any event, within five (5) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets Business Days or as otherwise agreed in the sole discretion of the Company Administrative Agent) after such incurrence, to become party to a Guarantee Agreement as a Guarantor and its consolidated Domestic Subsidiaries the Parent Borrower shall (other than x) as and to the SPVs), as calculated extent requested by the CompanyAdministrative Agent, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to become Subsidiary Guarantors each such Subsidiary, (y) as and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate extent requested by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties)Agent, other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement a favorable opinion of counsel, which counsel shall be reasonably acceptable to become a Subsidiary Guarantor and appropriate corporate resolutionsthe Administrative Agent, opinions and other documentation in form and substance reasonably satisfactory addressed to the Administrative Agent in connection therewithand each Lender, as to such Supplement matters concerning each such Subsidiary and other documentation to be delivered to the Loan Documents as the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness may reasonably request and (or such later date as may be deemed necessary or appropriate by z) provide the Administrative Agent with the U.S. taxpayer identification number for each such Domestic Subsidiary and the unique identification number issued by its jurisdiction of organization for each such Foreign Subsidiary and all documentation and other information concerning each such Subsidiary that the Administrative Agent or any Lender requests in order to comply with its sole discretion)obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; it being understood and agreed that any Real Property owned by such Subsidiary shall cease to be a Qualified Asset in the event that the requirements set forth in this Section 8.10 (and all other applicable requirements under this Agreement) are not satisfied or waived.

Additional Subsidiary Guarantors. (i) If at (A) any time Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower does not designate such Subsidiary as a member of Retail Store Subsidiary as permitted hereunder, then promptly (and, in any event, within thirty (30) days) after the Senior Management Team of date such Subsidiary ceases to be an Immaterial Subsidiary or such creation or acquisition the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the Company, the Company Borrower shall cause such consolidated Domestic Subsidiaries Person to (1) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Second Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as are necessary the Administrative Agent shall deem reasonably appropriate for such purpose, (2) grant a security interest in all Collateral (subject to reduce the exceptions specified in the Second Lien Guaranty and Security Agreement) owned by such aggregate assets Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or below ten percent such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Collateral Document, (10%3) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements such opinions, documents and certificates referred to become Subsidiary Guarantors in Section 3 as may be reasonably requested by the Administrative Agent, (4) deliver to the Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) such original certificated Ownership Interests or other certificates and appropriate corporate resolutionsstock or other transfer powers evidencing the Ownership Interests of such Person, opinions (5) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (6) deliver to the Administrative Agent such other documentation documents as may be reasonably requested by the Administrative Agent, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent in connection therewithAgent; provided that, such Supplements and other documentation to be delivered to the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders. (ii) If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower designates such Subsidiary as a Retail Store Subsidiary as permitted hereunder, then promptly as possible but (and, in any event within thirty (30) days following days) after the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (Subsidiary ceases to be an Immaterial Subsidiary or such later date as may be deemed necessary creation or appropriate acquisition, the Borrower shall cause such Person to (1) become a Guarantor by delivering to the Administrative Agent in its sole discretion). a duly executed supplement to the First Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii2) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (3) deliver to become a Subsidiary Guarantor the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and appropriate corporate resolutions(4) deliver to the Administrative Agent such other opinions, opinions documents and other documentation certificates as may be reasonably requested by the Administrative Agent, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in connection therewith, such Supplement its sole discretion and other documentation (y) an additional number of days thereafter as consented to by the Required Lenders. (iii) If (A) any Subsidiary designated as a Retail Store Subsidiary ceases to be delivered a Retail Store Subsidiary and (B) the Borrower does not designate such Subsidiary as an Immaterial Subsidiary as permitted hereunder, then promptly (and, in any event within thirty (30) days) after the date such Subsidiary ceases to be a Retail Store Subsidiary, the Borrower shall cause such Person to (1) grant a security interest in all Collateral (subject to the exceptions specified in the First Lien Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent prior a duly executed supplement to each applicable Collateral Document or concurrently such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the delivery terms of each applicable Collateral Document, (2) deliver to the guaranty of Administrative Agent such other Indebtedness (or such later date updated Schedules to the Loan Documents as may be deemed necessary or appropriate requested by the Administrative Agent with respect to such Person and (3) deliver to the Administrative Agent such other opinions, documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion)discretion and (y) an additional number of days thereafter as consented to by the Required Lenders.

Additional Subsidiary Guarantors. (ia) If at any Subject to the provisions of Section 9.16(b) below, the Company will take such action, and will cause each of its Subsidiaries to take such action, from time a member of the Senior Management Team to time as shall be necessary to ensure that all Subsidiaries of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVsInactive Subsidiaries and Unrestricted Subsidiaries) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets and, thereby, "Obligors" hereunder. Without limiting the generality of the foregoing, in the event that the Company and or any of its consolidated Domestic Subsidiaries shall form any new Subsidiary after the date hereof which the Company or the respective Subsidiary anticipates will not be an Inactive Subsidiary or an Unrestricted Subsidiary (other than or, in the SPVsevent that any Inactive Subsidiary or an Unrestricted Subsidiary shall cease to be an Inactive Subsidiary or Unrestricted Subsidiary), as calculated by the Company, the Company shall or the respective Subsidiary will cause such consolidated Domestic Subsidiaries as are necessary new Subsidiary (or such Inactive Subsidiary and/or Unrestricted Subsidiary which ceases to reduce such aggregate assets to or below ten percent (10%be an Inactive Subsidiary and/or Unrestricted Subsidiary) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become a "Subsidiary Guarantors and appropriate corporate resolutionsGuarantor" (and, opinions and other documentation thereby, an "Obligor") hereunder pursuant to a written instrument in form and substance reasonably satisfactory to the Administrative Agent in connection therewithLender, and to deliver such Supplements proof of corporate action, incumbency of officers, opinions of counsel and other documentation documents as is consistent with those delivered by each Obligor pursuant to be delivered Section 7.1 hereof upon the Closing Date or as the Lender shall have requested. (b) Notwithstanding any provisions of Section 9.16(a) above to the Administrative Agent as promptly as possible but contrary, within one month after a Foreign Subsidiary becomes an Obligor hereunder in any event within thirty (30) days following accordance with the initial date on which a member terms of this Agreement and at or about the time of the Senior Management Team creation or acquisition of any future Foreign Subsidiary, and within 45 days prior to each fiscal year end of the Company obtained actual knowledge that (other than December 31, 1999) thereafter, at the request of the Company, Lender agrees to jointly evaluate with the Company the risk of adverse tax consequences, if any, (after taking into account any foreign tax credits) resulting from each respective Foreign Subsidiary becoming an Obligor hereunder based on the documents and materials described below, and the extent to which such aggregate assets exceed ten percent adverse tax consequences, if any, to the Company would outweigh the benefits to the Lender of having such Foreign Subsidiary as an Obligor hereunder. If in the Lender's reasonable judgment, such adverse tax consequences, if any, would outweigh such benefits, in respect of (10%i) of such Consolidated Domestic Assets (any existing Foreign Subsidiary being an Obligor or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Foreign Subsidiary of becoming an Obligor, the Lender will promptly execute and deliver to the Company which is not a such documents and instruments as are necessary or desirable (a) to release and terminate such Foreign Subsidiary Guarantor guaranties any Indebtedness under from being an Obligor hereunder and (b) to waive the Dutch Credit Agreement or (y) any requirement that such new Foreign Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which become an Obligor hereunder. In connection with performing such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y)evaluation, the Company agrees to provide the Lender, upon the Lender's request, with supporting documents and materials (including any analyses and projections prepared by an independent certificate public accountants of nationally recognized standing (it being understood that the Company shall cause not be obligated to have such Subsidiary to deliver analyses or projection prepared)) demonstrating such adverse tax consequences. Notwithstanding anything contained herein to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutionscontrary, opinions and other documentation it is understood that in form and substance reasonably satisfactory no event shall the Company pledge more than 65% of the capital stock of any of its Foreign Subsidiaries to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered Lender pursuant to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Pledge Agreement.

Additional Subsidiary Guarantors. (i) If at any time a member an Authorized ---------------------------------- Officer of the Senior Management Team of the Company Borrower has actual knowledge that the aggregate assets of all of the Company’s Borrower's domestic consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company Borrower and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyBorrower, the Company Borrower shall cause such domestic consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Assets. (ii) If at any time (x) any Domestic domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of any the Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company Borrower shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Indebtedness.

Additional Subsidiary Guarantors. Each of Holdings and the Borrower will take, and will cause each of its Subsidiaries (iother than Foreign Subsidiaries, except to the extent provided in subsection (d) If at any below, and other than non-Wholly-Owned Liquor License Subsidiaries) to take, such actions from time a member to time as shall be necessary to ensure that all Subsidiaries of Holdings (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below, and other than non-Wholly-Owned Liquor License Subsidiaries) are Subsidiary Guarantors. Without limiting the generality of the Senior Management Team foregoing, if any Group Company shall form or acquire any new Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of the Company has actual knowledge that the aggregate assets such formation or acquisition setting forth in reasonable detail a description of all of the Company’s consolidated Domestic Subsidiaries assets of such new Subsidiary and will cause such new Subsidiary (other than SPVsa Foreign Subsidiary, except to the extent provided in subsection (d) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company below, and its consolidated Domestic Subsidiaries (other than the SPVs)non-Wholly-Owned Liquor License Subsidiaries) to: (i) within 30 days after such formation or acquisition, as calculated by the Company, the Company execute an Accession Agreement pursuant to which such new Subsidiary shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements agree to become Subsidiary Guarantors and appropriate corporate resolutionsa “Guarantor” under the Guaranty, opinions and an “Obligor” under the Security Agreement, an “Obligor” under the Pledge Agreement and/or an obligor under such other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date Collateral Documents as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).applicable to such new Subsidiary; and (ii) If at any time (x) any Domestic Subsidiary deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 4.01 on the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under Closing Date or as the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y)Administrative Agent, the Company Collateral Agent or the Required Lenders reasonably shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)have requested.

Additional Subsidiary Guarantors. (ia) If at The Company will cause any time a member of the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries Person (other than SPVs(1) which are not Subsidiary Guarantors exceed ten percent YRRFC or any other Receivables Entity, and (10%2) Subsidiaries formed for the purpose of Consolidated Domestic Assets of providing insurance only to the Company and its consolidated Domestic Subsidiaries, provided that such Subsidiaries (carry on no other business other than providing such insurance and performing activities related thereto) that becomes a Material Domestic Subsidiary after the SPVsdate hereof (i) to execute and deliver to the Administrative Agent, within ten Business Days after the Company’s delivery, pursuant to Section 5.01(a) or (b), as calculated by applicable, of the Companyfinancial statements for the fiscal period at the end of which such Person first becomes a Material Domestic Subsidiary, or, if such Person first becomes a Material Domestic Subsidiary as a result of a Significant Acquisition, within twenty Business Days after the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) consummation of such Consolidated Domestic Assets Significant Acquisition, a supplement to the Subsidiary Guarantee Agreement, in the form prescribed therein, guaranteeing the obligations of the Borrowers hereunder and (ii) concurrently with the delivery of such supplement, to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors (x) evidence of action of such Person’s board of directors or other governing body authorizing the execution, delivery and appropriate corporate resolutionsperformance thereof and (y) a favorable written opinion of counsel for such Person, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, and covering such Supplements matters relating to such Person and other documentation to be delivered to the Subsidiary Guarantee Agreement as the Administrative Agent as promptly as possible but in any event within thirty may reasonably request. (30b) days following If (i) after the initial date on which a member effective time of the Senior Management Team USF Merger, (A) the assets of any Initial Subsidiary Guarantor or other Subsidiary Guarantor comprise less than 5% of the consolidated total assets of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) and its Subsidiaries as of such Consolidated Domestic Assets date of determination, (or such later date as may be deemed necessary or appropriate by B) the Administrative Agent in receives a certificate of an officer of the Company to that effect and (C) such Subsidiary Guarantor shall not then Guarantee any other Indebtedness of the Company or any of its sole discretion). Subsidiaries, (ii) If at any time (x) any a Subsidiary is no longer a Material Domestic Subsidiary and the Administrative Agent receives a certificate of an officer of the Company to that effect and such Subsidiary Guarantor shall not then Guarantee any other Indebtedness of the Company or any of its Subsidiaries, or (iii) the Company or any Subsidiary sells or otherwise transfers all of the Equity Interests of any Subsidiary Guarantor to any Person which is not the Company or a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) liquidates or dissolves any Subsidiary Guarantor in a transaction which, in any case described in this clause (b), is not otherwise prohibited by the terms of this Agreement, the Administrative Agent will, on behalf of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties)Lenders, other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to execute and deliver to the Administrative Agent an executed Supplement to become Company a release of such Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to from its obligations under the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Subsidiary Guarantee Agreement.

Additional Subsidiary Guarantors. (i) If at any time a member Each of the Senior Management Team Parent and the -------------------------------- Borrower will take, and will cause each of its Subsidiaries (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below, -------------- non-Wholly-Owned Subsidiaries and Joint Venture Entities) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Company has actual knowledge Borrower (other than Foreign Subsidiaries, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) -------------- are Subsidiary Guarantors. Without limiting the generality of the foregoing, in the event that any Consolidated Party shall form or acquire any new Subsidiary, the aggregate assets Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the Company’s consolidated Domestic Subsidiaries assets of such new Subsidiary and will cause such new Subsidiary (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs)a Foreign Subsidiary, as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver except to the Administrative Agent executed Supplements to become Subsidiary Guarantors extent provided in subsection (d) -------------- below, non-Wholly-Owned Subsidiaries and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30Joint Venture Entities) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).to: (iii) If at any time (x) any Domestic Subsidiary of the Company which is not within 30 days after such formation or acquisition, execute a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Joinder Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for pursuant to which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company new Subsidiary shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement agree to become a "Guarantor" under the Subsidiary Guarantor Guaranty Agreement, an "Obligor" under the Security Agreement and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to a "Pledgor" under the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).Pledge Agreement;

Additional Subsidiary Guarantors. (i) If at any time a member an Authorized ---------------------------------- Officer of the Senior Management Team of the Company Energizer has actual knowledge that the aggregate assets of all of the Company’s Energizer's domestic consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company Energizer and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyEnergizer, the Company Energizer shall cause such domestic consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Assets. (ii) If at any time (x) any Domestic domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company Energizer which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), Energizer other than the Indebtedness hereunderhereunder or under the 364-Day Agreement, then in the case of clause (x) or (y), the Company Energizer shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Indebtedness.

Additional Subsidiary Guarantors. If any Subsidiary of CARET that is not a Subsidiary Guarantor becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Debt (each such Subsidiary being referred to as a “New Subsidiary Guarantor”), then: (a) within five (5) Business Days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (i) If at any time a member notify the Administrative Agent in writing of such event and the Senior Management Team name of such New Subsidiary Guarantor; (ii) provide the Company has actual knowledge Administrative Agent with the U.S. taxpayer identification for such New Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other information that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company Administrative Agent or any Lender requests in order to comply with its obligations under applicable “know your customer” rules and its consolidated Domestic Subsidiaries (other than the SPVs)regulations, as calculated by the CompanyAnti-Money-Laundering Laws, including, without limitation, the Company PATRIOT Act, and the Beneficial Ownership Regulation; and (b) within 30 days (or such longer period as the Administrative Agent shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%agree) of such Consolidated Domestic Assets event, the Borrower shall deliver, or cause to deliver be delivered, to the Administrative Agent Agent, at the Borrower's sole expense, each of which shall be originals, or e-mail (in a .pdf format) or facsimiles (followed promptly by originals) unless otherwise specified, each of which documents to be signed by any New Subsidiary Guarantor shall be properly executed Supplements to become by a Responsible Officer of such signing New Subsidiary Guarantors Guarantor and appropriate corporate resolutions, opinions and other documentation each in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders: (i) a joinder agreement in connection therewithsubstantially the form attached hereto as Exhibit H, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member together with all of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent items described in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third partiesSections 4.01(a)(iv), other than the Indebtedness hereunder, then in the case of clause (x4.01(a)(v) or (yand 4.01(a), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion).

Additional Subsidiary Guarantors. (i) If In the event that at any time a member of after the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic Subsidiaries (other than the SPVs), as calculated by the CompanyClosing Date, the Company shall cause such consolidated Borrower acquires, creates or has any Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver Subsidiary that is not already a party to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutionsGuaranty, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewithBorrower will promptly, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty no later than the date that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary is acquired or createdWithin fifty-five (3055) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by longer period to which the Administrative Agent may agree in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) , after any Subsidiary of the Company which Borrower that is not already a party to the Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely Guaranty qualifies as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause Domestic Subsidiary (x) or (ybut excluding any Excluded Subsidiary), the Company shall Borrower will cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and an opinion of counsel (which may be provided by in-house counsel) as the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutionsshall reasonably request, opinions and other documentation in each case, in form and substance reasonably satisfactory to the Administrative Agent Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Non-Guarantor Subsidiaries”), (1) the Borrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, taken together in the aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such income of the Borrower and its Subsidiaries consolidated for the most recently completed fiscal year; and (ii) any special purpose entity created or acquired in connection therewithwith any Permitted Securitization Transaction shall not be required to become a party to the Subsidiary Guaranty.. Notwithstanding anything to the contrary in any Loan Document, such Supplement and other documentation no Excluded Subsidiary will be required to be delivered to a Subsidiary Guarantor, but the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent Borrower may, in its sole and absolute discretion), cause any Excluded Subsidiary to become a “Subsidiary Guarantor” and a “Loan Party” by causing such Excluded Subsidiary to comply with the requirements set forth in this Section 5.09 as if it were subject thereto.

Additional Subsidiary Guarantors. <In> (a) Subject to Section 5.09(b), in the event that any Person becomes a Material Domestic Subsidiary (or is designated by the Borrower as, or is deemed designated as, a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”) or becomes a Borrowing Base Property Subsidiary, whether pursuant to formation, acquisition or otherwise, the Borrower shall promptly (and, in any event, within thirty (30) days after such formation, acquisition or other event, as such time period may be extended by the Administrative Agent in its sole discretion) (<a>i) If at any time cause such Person to become a member of Subsidiary Guarantor by delivering to the Senior Management Team of Administrative Agent a duly executed supplement to the Company has actual knowledge that Subsidiary Guaranty and the aggregate assets of Security Agreement, (<b>ii) cause all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not issued and outstanding Equity Interests of such <Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets Guarantor>Person to be subject to a first priority, perfected Lien in favor of the Company Administrative Agent to secure the Secured Obligations in accordance with the terms and its consolidated Domestic Subsidiaries (other than conditions of, and subject to the SPVs), as calculated by the Companyexceptions set forth in, the Company shall cause such consolidated Domestic Subsidiaries as are necessary Collateral Documents, subject in any case to reduce such aggregate assets to or below ten percent Liens created under the Loan Documents, and restrictions on transfer imposed by applicable securities laws and other Liens permitted hereunder that arise by operation of law and (10%x) if any of such Consolidated Domestic Assets to Equity Interests consist of certificated securities, deliver to the Administrative Agent executed Supplements the certificates representing such securities, in each case with appropriate endorsements or transfer powers, and (y) if any of such Equity Interests consist of uncertificated securities, enter into a control agreement with the issuer of such Equity Interests granting the Administrative Agent control (within the meaning of the UCC) over such uncertificated securities, and (<e>iii) deliver to become Subsidiary Guarantors and the Administrative Agent appropriate corporate resolutions, other Organizational Documents and legal opinions as may be reasonably requested by the Administrative Agent, in each case, in substantially the forms attached to such Loan Document or substantially similar to those documents delivered on the Effective Date pursuant to Section 4.01(a)(xi) and other documentation (xii), to the extent applicable, or which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent in connection therewithAgent. (b) Notwithstanding anything to the contrary herein, such Supplements during the Indigo Indenture Restriction Period, (i) none of the Indigo Restricted Subsidiaries shall be obligated to become Subsidiary Guarantors under the Subsidiary Guaranty or the Security Agreement and (ii) the Equity Interests of the Indigo Restricted Subsidiaries (other documentation than Indigo Natural Resources) shall not be required to be delivered subject to a first priority, perfected Lien in favor of the Administrative Agent as to secure the Secured Obligations. Upon the occurrence of the Indigo Restricted Subsidiaries Trigger Date, the Borrower shall promptly as possible but (and in any event event, within thirty (30) days following after the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that Indigo Restricted Subsidiaries Trigger Date, as such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as time period may be deemed necessary or appropriate extended by the Administrative Agent in its sole discretion). , comply with clauses (i), (ii) If at and (iii) of Section 5.09(a) with respect to any time (x) any Indigo Restricted Subsidiary that is a Material Domestic Subsidiary or Borrowing Base Property Subsidiary as of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under Indigo Restricted Subsidiaries Trigger Date. For the Dutch Credit Agreement or (yavoidance of doubt, Section 5.09(a)(ii) any Subsidiary shall be applicable to the Borrower with respect to the pledge of all of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness Equity Interests of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than Indigo Natural Resources upon the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery occurrence of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Indigo Merger Closing Date.

Additional Subsidiary Guarantors. (ia) If at any time Operating Subsidiary of the Borrower (but excluding any Operating Subsidiary that is a member of the Senior Management Team GPS Group), whether now existing or hereafter organized or acquired, has consolidated revenue in any Fiscal Quarter that exceeds the Single Subsidiary Threshold, then the Borrower shall cause such Operating Subsidiary to become an additional Subsidiary Guarantor, as provided in this Section 5.03, within 30 days after delivery of the Company has actual knowledge Financial Statements (Annual) or Financial Statements (Quarterly), as the case may be, with respect to such Fiscal Quarter; provided, however, that the aggregate assets in those instances where as a result of all an --------- ------- Acquisition, or as a result of the Company’s consolidated Domestic Subsidiaries sale, contribution, or other transfer of assets to a Subsidiary of the Borrower (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets a member of the Company and its consolidated Domestic Subsidiaries (other than the SPVsGPS Group), as calculated the consolidated revenue of the resulting Operating Subsidiary is projected (on a pro forma basis) by the CompanyBorrower to exceed the Single Subsidiary Threshold during the current or the immediately succeeding Fiscal Quarter of the Borrower, and such Operating Subsidiary is not then a Subsidiary Guarantor, the Company Borrower shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements Operating Subsidiary to become an additional Subsidiary Guarantors and appropriate corporate resolutionsGuarantor, opinions and other documentation as provided in form and substance reasonably satisfactory to the Administrative Agent in connection therewiththis Section 5.03, such Supplements and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following after the initial date of such Acquisition, sale, contribution or other transfer of assets. (b) If for any Fiscal Quarter of the Borrower, the aggregate revenue (on which a non-consolidated basis) of the Borrower and those Operating Subsidiaries that are then Subsidiary Guarantors are less than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more other Operating Subsidiaries to become additional Subsidiary Guarantors, as provided in this Section 5.03, within 30 days after delivery of the Financial Statements (Annual) or Financial Statements (Quarterly), as the case may be, with respect to such Fiscal Quarter, so that after including the revenue of such additional Subsidiary Guarantor(s), the aggregate revenue (on a non-consolidated basis) of the Borrower and all Subsidiary Guarantors would equal or exceed the Aggregate Subsidiary Threshold for such Fiscal Quarter; provided, however, that in those instances where as a --------- ------- result of an Acquisition, or as a result of the sale, contribution, or other transfer of assets to a Subsidiary of the Borrower (other than a member of the Senior Management Team GPS Group), or as a result of the Company obtained actual knowledge that such sale or other disposition of assets by the Borrower or any Subsidiary (including the sale or other disposition of the capital stock of any Subsidiary, other than a Subsidiary of the GPS Group), the aggregate assets exceed ten percent revenue (10%on a non-consolidated basis) of such Consolidated Domestic Assets the Borrower and those Operating Subsidiaries that are then Subsidiary Guarantors are projected (or such later date as may be deemed necessary or appropriate on a pro forma basis) by the Administrative Agent Borrower to be less than the Aggregate Subsidiary Threshold during the current or the immediately succeeding Fiscal Quarter of the Borrower, then the Borrower shall cause one or more other Operating Subsidiaries to become additional Subsidiary Guarantors, as provided in its sole discretionthis Section 5.03, within thirty (30) days after the date of such Acquisition, sale, contribution or other transfer or disposition, so that after including the revenue of such additional Subsidiary Guarantor(s), the aggregate revenue (on a non- consolidated basis) of the Borrower and all Subsidiary Guarantors for such Fiscal Quarter would equal or exceed the Aggregate Subsidiary Threshold. (iic) If The Borrower may elect at any time to have an Operating Subsidiary become an additional Subsidiary Guarantor as provided in this Section 5.03. (xd) Upon the occurrence and during the continuation of any Domestic Subsidiary Event of Default, if the Required Lenders so direct, the Borrower shall cause all of its Operating Subsidiaries (excluding Operating Subsidiaries that are members of the Company which is not a GPS Group) to become additional Subsidiary Guarantors, as provided in this Section 5.03, within 30 days after the Borrower's receipt of written confirmation of such direction from the Administrative Agent. (e) An Operating Subsidiary shall become an additional Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver by executing and delivering to the Administrative Agent an executed a Subsidiary Guarantee Supplement and a Contribution Agreement Supplement, accompanied by (i) all other Loan Documents related thereto, and (ii) such other documents as the Administrative Agent may reasonably request (including, without limitation, certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Operating Subsidiaries, and opinions of counsel comparable to become those delivered pursuant to Section 3.01(e)). No Operating Subsidiary that becomes a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation shall thereafter cease to be delivered a Subsidiary Guarantor or be entitled to be released or discharged from its obligations under the Administrative Agent prior to Subsidiary Guarantee or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion)Contribution Agreement.