Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. As contemplated by the Revolving Credit Facility, new Subsidiaries of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. As contemplated by the Revolving Credit FacilityThe Obligors shall cause any Wholly-Owned Subsidiary of KCMH that is a Domestic Subsidiary, new Subsidiaries other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of the Borrower a Foreign Subsidiary or a Domestic Subsidiary that is a disregarded entity for U.S. federal tax purposes substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Collateral Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1). Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” under and for all purposes of this AgreementAgreement and the other Loan Documents, each reference in this Agreement and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 the other Loan Documents to the “Collateral” shall also mean and 2.11 hereto be a reference to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be deemed a reference to be supplemented in the manner specified in annex as attached to such Guarantee Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as 3 hereof. Notwithstanding the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the date giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Guarantee Assumption Agreement Subsidiary to comply with applicable Laws and regulations, shall be permitted to update the Annexes with respect to such Subsidiarya Guarantor under this Agreement.

Additional Subsidiary Guarantors. As contemplated by Section 5.08 of the Revolving Credit FacilityAgreement, new Subsidiaries (other than a Financing Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary)hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit FacilityAgreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such SubsidiaryAgreement.

Additional Subsidiary Guarantors. As contemplated by the Revolving Credit FacilityAgreement, new Subsidiaries (other than a Financing Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary)hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit FacilityAgreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B A hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. As contemplated by Section 6.01(l) of the Revolving Solutia Credit FacilityAgreement, new domestic Restricted Subsidiaries of the Borrower Company formed or acquired by the Borrower Company after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereofhereof, are required to become a “"Subsidiary Guarantor” " under this Agreement, by executing and delivering to the Collateral Agent and the Collateral Trustee a Guarantee Assumption Agreement in the form of Exhibit B heretoJ to the Solutia Credit Agreement. In addition, as contemplated by Section 4.19 of the 2009 Notes Indenture, any such newly-formed or acquired domestic Restricted Subsidiary is required to become a Guarantor under the 2009 Notes Indenture pursuant to a supplement to the 2009 Notes Indenture. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “"Subsidiary Guarantor” " and an “Obligor” a "Grantor" for all purposes of this Agreement, and Annexes 2.051, 2.072, 2.08, 2.09, 2.10 3 and 2.11 4 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such SubsidiarySharing Intercreditor Agreement.

Additional Subsidiary Guarantors. As contemplated by Section 5.08 of the Revolving Credit FacilityAgreement, (i) each new Subsidiaries Subsidiary (other than an Excluded Asset, a Financing Subsidiary, an Immaterial Subsidiary, a Joint Venture Subsidiary, a Foreign Subsidiary, or a Subsidiary of a Foreign Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof and (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiaryii) within the meaning of the definition thereof, are is required to become a “Subsidiary Guarantor” under this AgreementAgreement within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Subsidiary, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement substantially in the form of Exhibit B hereto. B. Accordingly, upon the 24 DOCVARIABLE #DNDocID \* MERGEFORMAT 765680951 execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes Schedules 2.05, 2.07, 2.08, 2.09, 2.10 2.08 and 2.11 4 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes Schedules with respect to such SubsidiarySubsidiary Guarantor.

Additional Subsidiary Guarantors. As contemplated by the Revolving Credit Facility, new Subsidiaries Pursuant to Section 5.11 of the Borrower formed Senior Credit Agreement or acquired by the Borrower after the date hereof (other than a Financing Subsidiarycomparable provisions of Additional Senior Debt Documents, a CFC or a Transparent Subsidiary), existing certain wholly-owned Domestic Subsidiaries of the Borrower that after were not in existence on the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, Second Restatement Effective Date are required to become enter into this Agreement as a “Subsidiary Guarantor” under this Agreement, Guarantor upon becoming a wholly owned Domestic Subsidiary. Upon execution and delivery after the Second Restatement Effective Date hereof by executing and delivering to the Senior Collateral Agent and such a Guarantee Assumption Agreement Subsidiary of an instrument in the form of Exhibit B heretoAnnex 1, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. Accordingly, upon the The execution and delivery of any such Guarantee Assumption instrument adding an additional Subsidiary Guarantor as a party to this Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on not require the part consent of any Person, become a “other Subsidiary Guarantor” Guarantor hereunder. The rights and an “Obligor” for all purposes obligations of this Agreement, each Subsidiary Guarantor hereunder shall remain in full force and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in effect notwithstanding the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery addition of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes as a party to this Agreement. Notwithstanding any other provision of this Agreement or any other Senior Debt Document, (i) no Domestic Subsidiary listed on Schedule 5.11 to the representations and warranties set forth in Section 2 as of Senior Credit Agreement (or comparable schedule to any Additional Senior Debt Document, following the date of such Guarantee Assumption Agreement and Senior Loan Obligation Payment Date) shall be permitted required to update the Annexes with respect become a Subsidiary Guarantor and (ii) no Domestic Subsidiary shall be required to become a Subsidiary Guarantor unless and until such Subsidiarytime as such Subsidiary has assets in excess of $1,000,000 or has revenue in excess of $500,000 per annum.

Additional Subsidiary Guarantors. As contemplated by Section 5.08 of the Revolving Credit FacilityAgreement, new Subsidiaries (other than an SBIC Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary)hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent SBIC Subsidiaries under the Revolving Credit FacilityAgreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent an SBIC Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.06, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. As contemplated by the Revolving Credit FacilityAgreement, new Subsidiaries (other than a Financing Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary)hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit FacilityAgreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. As contemplated by each of the Revolving Credit Facility and any Term Loan Credit Facility, new Subsidiaries (other than a Financing Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary)hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit Facility or any Term Loan Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. As contemplated by Section 5.08 of the Revolving Credit FacilityAgreement, new Subsidiaries (other than a Financing Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary)hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit FacilityAgreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. As contemplated by the Revolving Credit Facility, new Subsidiaries of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing SubsidiaryCFC, a CFC Transparent Subsidiary or a Transparent Tax Blocker Subsidiary), existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing SubsidiariesCFCs, CFCs Transparent Subsidiaries or Transparent Tax Blocker Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing SubsidiaryCFC, a CFC Transparent Subsidiary or a Transparent Tax Blocker Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B A hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. As contemplated by the Revolving Credit Facility, new Subsidiaries of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC CFC, a Transparent Subsidiary or a Transparent Tax Blocker Subsidiary), existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs CFCs, Transparent Subsidiaries or Transparent Tax Blocker Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC CFC, a Transparent Subsidiary or a Transparent Tax Blocker Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. As contemplated by Section 5.08 of the Revolving Credit FacilityAgreement and any corresponding provisions of a Designated Indebtedness Document, any new Subsidiaries Domestic Subsidiary of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent SubsidiaryExcluded Assets), existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such new Subsidiary (i.e., any such Domestic Subsidiary other than a Subsidiary that is an Excluded Asset) shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this AgreementAgreement and, as applicable, each other Debt Document, and Annexes 2.051 through 4, 2.07inclusive, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and Agreement. Notwithstanding anything herein to the contrary, in no event shall a Controlled Foreign Corporation be permitted required to update the Annexes with respect to such Subsidiarybe a Subsidiary Guarantor.

Additional Subsidiary Guarantors. As contemplated by Section 5.08 of the Revolving Credit FacilityAgreement, new Subsidiaries (other than an SBIC Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary)hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs or Transparent SBIC Subsidiaries under the Revolving Credit FacilityAgreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent an SBIC Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B C hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. As contemplated by Section 5.08 of the Revolving Credit FacilityAgreement, new Subsidiaries of the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), and existing Subsidiaries of the Borrower that after the date hereof cease to constitute “Financing Subsidiaries, CFCs or Transparent Subsidiaries ” under and as defined in the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereofAgreement, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such SubsidiaryAgreement.

Additional Subsidiary Guarantors. As contemplated by Pursuant to the Revolving Credit Facility, new Subsidiaries definition of the Borrower formed term “Guarantee Requirement” and Section 5.10 of the Credit Agreement, the Acquired Company, its Subsidiaries that constitute Material Subsidiaries as of the Acquisition Date and each other Material Subsidiary that was not in existence or acquired by not a Material Subsidiary on the Borrower Effective Date is required to enter into this Guarantee Agreement as a Subsidiary Guarantor no more than 30 days after the Acquisition Date or the date of determination (in accordance with the provisions of the definition of such term in the Credit Agreement) that such Subsidiary has become (or is deemed to be) a Material Subsidiary, as applicable. Upon execution and delivery after the date hereof (other than by the Administrative Agent and such a Financing Subsidiary, a CFC or a Transparent Subsidiary), existing Subsidiaries of any other Subsidiary that the Borrower that after the date hereof cease wishes to constitute Financing Subsidiaries, CFCs or Transparent Subsidiaries designate as a Subsidiary Guarantor hereunder and under the Revolving Credit Facilityother Loan Documents, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement an instrument in the form of Exhibit B Annex I hereto, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein and thereafter each reference to a “Guarantor” hereunder and in the other Loan Documents shall be deemed to include such Subsidiary. Accordingly, upon the The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Guarantee Assumption Agreement by shall not require the consent of the Borrower or any such Subsidiary, such Subsidiary other Guarantor hereunder. The rights and obligations of the Borrower and each Guarantor hereunder shall automatically remain in full force and immediately, and without any further action on effect notwithstanding the part addition of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such a party to this Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such SubsidiaryAgreement.