Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. In the event that the Company or any of its Restricted Subsidiaries shall form or acquire any Subsidiary after the Effective Date (after obtaining any necessary consent of the Lenders), then (unless such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "Subsidiary Guarantor", and an "Obligor" hereunder and a "Securing Party" under the Security Agreement); (ii) deliver the shares of its stock accompanied by undated stock powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 6.01 hereof on the Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In the event that the Company Borrowers or any of its Restricted their --------------------- Subsidiaries shall form or acquire any Subsidiary after the Effective Date (after obtaining any necessary consent of the Lenders), then (unless such new Subsidiary is an Unrestricted Subsidiary) the Company Borrowers shall cause, and shall cause its Restricted their Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F E hereto (and, thereby, to become a "Subsidiary Guarantor", and an "Obligor" hereunder and a "Securing Party" under the Security Agreement); (ii) deliver the shares of its stock or other ownership interests accompanied by undated stock powers or other powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, andand Credit Agreement ---------------- (iii) deliver such proof of corporate action, limited liability company action or partnership action, as the case may be, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof on the Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In the event that the Company Borrower or any of its Restricted --------------------- Subsidiaries shall form or acquire any Subsidiary after the Effective Date date hereof (after obtaining any necessary consent of the Lenders), then (unless such new Subsidiary is an Unrestricted Subsidiary) the Company Borrower shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F E hereto (and, thereby, to become a "Subsidiary Guarantor", and an "Obligor" hereunder and a "Securing Party" under the Security Agreement); (ii) deliver the shares of its stock or other ownership interests accompanied by undated stock powers or other powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate action, limited liability company action or partnership action, as the case may be, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof on the Effective Closing Date or as the Administrative Agent shall have reasonably requested.. Credit Agreement ---------------- -92-

Subsidiary Guarantors. In The Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as shall be necessary to ensure that all such Domestic Subsidiaries of the Company are "Subsidiary Guarantors" hereunder. Without limiting the generality of the foregoing, in the event that the Company or any of its Restricted Subsidiaries shall form or acquire any new Domestic Subsidiary after that shall constitute a Subsidiary hereunder, the Effective Date (after obtaining any necessary consent of the Lenders), then (unless Company and its Subsidiaries will cause such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "Subsidiary Guarantor"" hereunder, and an "Obligor" hereunder and a "Securing Party" under the Security Agreement pursuant to a Subsidiary Joinder Agreement); (ii) deliver the cause such Domestic Subsidiary to take such action (including delivering such shares of its stock accompanied by undated stock powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitationstock, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), statements) as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under hereunder to the Subsidiary Guarantee extent required pursuant to the Security Agreement, ; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party the Loan Parties pursuant to Section 6.01 hereof 5.01 on the Effective Date or as the Administrative Agent shall have reasonably requestedrequest.

Subsidiary Guarantors. In the event that (i) the Company Borrower or any of its Restricted Subsidiaries the Subsidiary Guarantors shall form or acquire any new Subsidiary after (other than a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or a Subsidiary of a Foreign Subsidiary) or (ii) any Financing Subsidiary, Foreign Subsidiary, Immaterial Subsidiary or Subsidiary of a Foreign Subsidiary shall no longer constitute a “Financing Subsidiary”, “Foreign Subsidiary”, “Immaterial Subsidiary” or “Subsidiary of a Foreign Subsidiary”, as applicable, pursuant to the Effective Date definition thereof (after obtaining any necessary consent in which case such Person shall be deemed to be a “new” Subsidiary for purposes of the LendersSection 5.08 as of such date), then (unless the Borrower will cause such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such become a “Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto Guarantor” (and, thereby, to become a "Subsidiary Guarantor", and an "“Obligor" hereunder and a "Securing Party" ”) under the Guarantee and Security Agreement); (ii) deliver the shares of its stock accompanied by undated stock powers executed in blank Agreement pursuant to the Administrative Agent, a Guarantee Assumption Agreement and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless waived by the Administrative Agent) and other documents as is consistent with those delivered by each Credit Party the Borrower pursuant to Section 6.01 hereof on 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company are "Subsidiary Guaran- tors" hereunder. Without limiting the generality of the fore- going, in the event that the Company or any of its Restricted Subsidiaries shall form or acquire any new entity that shall constitute a Subsidiary after hereunder, the Effective Date (after obtaining any necessary consent of the Lenders), then (unless Company and its Subsidiaries will cause such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "Subsidiary Guarantor"" hereunder, and an "Obligor" hereunder and a "Securing Party" under the Security Agreement);, pursuant to a Guarantee Assumption Agreement, (ii) deliver the shares of its stock accompanied by undated stock powers executed in blank to the Administrative Agent, and cause such Subsidiary to take other such action, to the extent required under Section 8.19 hereof action (includingin- cluding, without limitation, delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements and Mortgages executing and delivering mortgages or deeds of trust covering the real Property and fixtures owned or leased by such Restricted Subsidiary), ) as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations ob- ligations of such new Subsidiary under the Subsidiary Guarantee hereunder and Credit Agreement, and (iii) deliver such proof of corporate action, incumbency incum- bency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant Obligor pur- suant to Section 6.01 7.01 hereof on the Effective Closing Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than any Excluded Subsidiary) are "Subsidiary Guarantors" hereunder. Without limiting the generality of the foregoing, in the event that the Company Borrower or any of its Restricted Subsidiaries shall form or acquire any new Subsidiary after that shall constitute a Subsidiary hereunder, the Effective Date (after obtaining any necessary consent of the Lenders), then (unless Borrower and its Subsidiaries will cause such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "Subsidiary Guarantor"" hereunder, and (if applicable) an "Obligor" hereunder and a "Securing Party" under the Security Agreement pursuant to a Guarantee Assumption Agreement); , (ii) to deliver the shares certificates (if any) of its stock ownership interests of any Subsidiaries of such new Subsidiary in each case accompanied by undated stock powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof 5.01 on the Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In the event that the The Company or any of its Restricted Subsidiaries shall form or acquire hereby covenants and agrees that, if any Subsidiary after which is not a Subsidiary Guarantor (i) guarantees the Effective Date Company’s obligations under the Bank Credit Agreement, (after obtaining ii) directly or indirectly becomes an obligor under the Bank Credit Agreement or (iii) directly or indirectly guarantees any necessary consent other Indebtedness or obligations of the Lenders)Company, then (unless such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall it will cause its Restricted Subsidiaries to cause, such Subsidiary to, concurrently therewith, deliver to each of the holders of the Notes the following items: (ia) execute and deliver a duly executed Supplement to the Administrative Agent a Subsidiary Guarantee Agreement Guaranty in the form of Exhibit F hereto (and, thereby, to become a "Subsidiary Guarantor", and an "Obligor" hereunder and a "Securing Party" under the Security Agreement)Annex 1 thereto; (iib) deliver a certificate of the shares Secretary or an Assistant Secretary (or other appropriate officer or person) of its stock accompanied by undated stock powers executed in blank the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; and (c) an opinion of counsel addressed to each of the holders of the Notes satisfactory to the Administrative Agent, and to take other such actionRequired Holders, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering effect that the Property owned or leased Subsidiary Guaranty by such Restricted Subsidiary)Person has been duly authorized, as shall be necessary to create executed and perfect delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable first priority Liens (other than perfection in accordance with its terms, except as an enforcement of 95 security interests 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, all as subject to any exceptions and assumptions of the type set forth in fixtures (under the opinions referenced in Section 4.4 and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary are reasonable under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 6.01 hereof on the Effective Date or as the Administrative Agent shall have reasonably requestedcircumstances.

Subsidiary Guarantors. In The Company will take such action, and --------------------- will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company are "Subsidiary Guarantors" hereunder. Without limiting the generality of the foregoing, in the event that the Company or any of its Restricted Subsidiaries shall form or acquire any new entity that shall constitute a Subsidiary after hereunder, the Effective Date (after obtaining any necessary consent of the Lenders), then (unless Company and its Subsidiaries will cause such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "Subsidiary Guarantor"" hereunder, and an "Obligor" hereunder and a "Securing Party" under the Security Agreement);, pursuant to a Guarantee Assumption Agreement, (ii) deliver the shares of its stock accompanied by undated stock powers executed in blank to the Administrative Agent, and cause such Subsidiary to take other such action, to the extent required under Section 8.19 hereof action (including, without limitation, delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements and Mortgages executing and delivering mortgages or deeds of trust covering the real Property and fixtures owned or leased by such Restricted Subsidiary), ) as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, hereunder and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 7.01 hereof on the Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In the event that the Company any Borrower or any of its Restricted --------------------- Subsidiaries shall form or acquire any Subsidiary after the Effective Date date hereof (after obtaining any necessary consent of the Lenders), then (unless such new Subsidiary is an Unrestricted Subsidiary) the Company Borrower shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F E hereto (and, thereby, to become a "Subsidiary Guarantor", and an "Obligor" hereunder and a "Securing Party" under the Security Pledge Agreement); (ii) deliver the shares of its stock or other ownership interests accompanied by undated stock powers or other powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate action, limited liability company action or partnership action, as the case may be, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 6.01 hereof on the Effective Date or as the Administrative Agent shall have reasonably requested.Agreement ----------------

Subsidiary Guarantors. In the event that the Company any Borrower or any of --------------------- its Restricted Subsidiaries shall form or acquire any Subsidiary after the Effective Date date hereof (after obtaining any necessary consent of the Lenders), then (unless such new Subsidiary is an Unrestricted Subsidiary) the Company Borrower shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F E hereto (and, thereby, to become a "Subsidiary Guarantor", and an "Obligor" hereunder and a "Securing Party" under the Security Pledge Agreement);; Credit Agreement ---------------- (ii) deliver the shares of its stock or other ownership interests accompanied by undated stock powers or other powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate action, limited liability company action or partnership action, as the case may be, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof on the Effective Closing Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company are "Subsidiary Guarantors" hereunder. Without limiting the generality of the foregoing, in the event that the Company or any of its Restricted Subsidiaries shall form or acquire any new entity that shall constitute a Subsidiary after hereunder, the Effective Date (after obtaining any necessary consent of the Lenders), then (unless Company and its Subsidiaries will cause such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "Subsidiary Guarantor"" hereunder, and an "Obligor" hereunder and a "Securing Party" under the Security Agreement);, pursuant to a Guarantee Assumption Agreement, (ii) deliver the shares of its stock accompanied by undated stock powers executed in blank to the Administrative Agent, and cause such Subsidiary to take other such action, to the extent required under Section 8.19 hereof action (including, without limitation, delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements and Mortgages executing and delivering mortgages or deeds of trust covering the real Property and fixtures owned or leased by such Restricted Subsidiary), ) as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, hereunder and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 7.01 hereof on the Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In the event that the Company any Borrower or any of its Restricted Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date (after obtaining any necessary consent of the Lenders)Date, then (unless such new Subsidiary is an Unrestricted Subsidiary) the Company Borrower shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto E (and, thereby, to become a "“Subsidiary Guarantor"”, and an "“Obligor" ” hereunder and a "“Securing Party" ” under the Security Pledge Agreement); (ii) deliver the shares of its stock or other ownership interests accompanied by undated stock powers or other powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof8.06) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate action, limited liability company action or partnership action, as the case may be, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof on the Restatement Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In Subject to clause (c) and clause (d) below and the terms and provisions of the Intercreditor Agreement, in the event that the Company an Obligor or any of its Restricted Subsidiaries shall form or acquire any Subsidiary after new Subsidiary, such Obligor and its Subsidiaries will promptly, and in any event within thirty (30) days (or such longer period as the Effective Date Administrative Agent, in its sole discretion, may consent to) of such formation or acquisition: (after obtaining any necessary consent of the Lenders), then (unless A) cause each such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "“Subsidiary Guarantor"” hereunder, and an "Obligor" hereunder and a "Securing Party" “Grantor” under the Security Agreement), pursuant to a Guarantee Assumption Agreement, and a “Subsidiary Party” under the Intercompany Subordination Agreement; (iiB) deliver take such action or cause each such Subsidiary to take such action (including joining the Security Agreement, delivering such shares of its stock accompanied by together with undated stock transfer powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), blank) as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection subject to the terms of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) Intercreditor Agreement and subject to Permitted Liens permitted under Section 8.06 hereofthat as a matter of law have priority) on substantially all of the Property assets and properties of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, Obligations; and (iiiC) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof on the Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Company Borrower or any of its Restricted Subsidiaries shall form or acquire any new Subsidiary after that shall constitute a Subsidiary hereunder, the Effective Date (after obtaining any necessary consent of the Lenders), then (unless Borrower and its Subsidiaries will cause such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "“Subsidiary Guarantor"” hereunder, and (if applicable) an "“Obligor" hereunder and a "Securing Party" ” under the Security Agreement pursuant to a Guarantee Assumption Agreement); , (ii) deliver the shares certificates (if any) of its stock ownership interests of any Subsidiaries of such new Subsidiary in each case accompanied by undated stock powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof 5.01 on the Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower are "Subsidiary Guarantors" hereunder. Without limiting the generality of the foregoing, in the event that the Company Borrower or any of its Restricted Subsidiaries shall form or acquire any new Subsidiary after that shall constitute a Subsidiary hereunder, the Effective Date (after obtaining any necessary consent of the Lenders), then (unless Borrower and its Subsidiaries will cause such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "Subsidiary Guarantor"" hereunder, and an "Obligor" hereunder and a "Securing Party" under the Security Agreement pursuant to a Guarantee Assumption Agreement); (ii) deliver the shares of its stock accompanied by undated stock powers executed in blank to the Administrative Agent, and cause such Subsidiary to take such action (including delivering such membership interests or other such action, to the extent required under Section 8.19 hereof (including, without limitationownership interests, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), statements) as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property personal property of such new Subsidiary on which a Lien is required to be created pursuant to the Security Agreement as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, hereunder; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof 5.01 on the Effective Date or as the Administrative Agent Agents shall have reasonably requested.

Subsidiary Guarantors. In The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower are "Subsidiary Guarantors" hereunder. Without limiting the generality of the foregoing, in the event that the Company Borrower or any of its Restricted Subsidiaries shall form or acquire any new Subsidiary after that shall constitute a Subsidiary hereunder, the Effective Date (after obtaining any necessary consent of the Lenders), then (unless Borrower and its Subsidiaries will cause such new Subsidiary is an Unrestricted Subsidiary) the Company shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F hereto (and, thereby, to become a "Subsidiary Guarantor"" hereunder, and an "Obligor" hereunder and a "Securing Party" under the Security Agreement pursuant to a Guarantee Assumption Agreement);, (ii) deliver the cause such Subsidiary to take such action (including delivering such shares of its stock accompanied by undated stock powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitationstock, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), statements) as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, hereunder and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof 5.01 on the Effective Date or as the Administrative Agent shall have reasonably requested.

Subsidiary Guarantors. In the event that the Company any Borrower or any of --------------------- its Restricted Subsidiaries shall form or acquire any Subsidiary after the Effective Date date hereof (after obtaining any necessary consent of the Lenders), then (unless such new Subsidiary is an Unrestricted Subsidiary) the Company Borrower shall cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to: (i) execute and deliver to the Administrative Agent a Subsidiary Guarantee Agreement in the form of Exhibit F E hereto (and, thereby, to become a "Subsidiary Guarantor", and an "Obligor" hereunder and a "Securing Party" under the Security Pledge Agreement); (ii) deliver the shares of its stock or other ownership interests accompanied by undated stock powers or other powers executed in blank to the Administrative Agent, and to take other such action, to the extent required under Section 8.19 hereof (including, without limitation, executing and delivering such Uniform Commercial Code financing statements and Mortgages covering the Property owned or leased by such Restricted Subsidiary), as shall be necessary to create and perfect valid and enforceable first priority Liens (other than perfection of 95 security interests in fixtures (under and as defined in the Uniform Commercial Code) and Motor Vehicles (under and as defined in the Security Agreement) and subject to Liens permitted under Section 8.06 hereof) on substantially all of the Property of such new Subsidiary as collateral security for the obligations of such new Subsidiary under the Subsidiary Guarantee Agreement, and (iii) deliver such proof of corporate action, limited liability company action or partnership action, as the case may be, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party Obligor pursuant to Section 6.01 hereof on the Effective Closing Date or as the Administrative Agent shall have reasonably requested.