Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary of KCMH that is a Domestic Subsidiary, other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreement.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary of KCMH that is a Domestic SubsidiaryAs contemplated by the Revolving Credit Facility, new Subsidiaries (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary a Financing Subsidiary) of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)B hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which financial statements have been delivered pursuant to Section 8(a)(i) and any Person (other than the Lessee) qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Subsidiary” in accordance with the calculations in such financial statements, the Parent Guarantor shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to execute and deliver to the Administrative Agent the Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, the Guaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, other organizational or constitutional documentation and legal opinions as may be reasonably requested by the Administrative Agent (with any Wholly-Owned Subsidiary such opinion so requested to be in form and substance reasonably satisfactory to the Administrative Agent but, in any case, limited to the types of KCMH matters covered in any legal opinion delivered pursuant to Article VI of the Participation Agreement). Each guarantor and each borrower under the Bank Credit Agreement that is a Domestic SubsidiarySubsidiary (and not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any of clauses (a) through (d) of the definition thereof) shall be party to this Guaranty, other than subject to Section 17 hereof. Notwithstanding anything to the contrary in any Broker-Dealer Operative Document, no Excluded Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof shall be required to become a “Subsidiary Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreement.

Additional Subsidiary Guarantors. (a) The Obligors Company shall cause not permit any Wholly-Owned Restricted Subsidiary of KCMH that is not a Domestic Subsidiary, other than Subsidiary Guarantor to guarantee the payment of any Broker-Dealer Indebtedness of the Company unless (i) (A) such Restricted Subsidiary or any Domestic Subsidiary of simultaneously executes and delivers a Foreign Subsidiary or a Domestic Subsidiary supplemental indenture to this Indenture substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto D hereto, providing for a Subsidiary Guarantee of the Notes by such Restricted Subsidiary and (together B) with an appropriate legal opinion respect to any guarantee of counselsubordinated indebtedness by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's Subsidiary Guarantee; (ii except to the extent contemplated by Section 10.05 hereof, such Restricted Subsidiary waives and will 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 Restricted Subsidiary as referred to in said Exhibit 1). Accordingly, upon the execution and delivery a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee Assumption Agreement by any until such new time as the obligations guaranteed thereby are paid in full; and (ii such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that such Subsidiary Guarantee has been duly executed and authorized and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, such new Subsidiary 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; provided that this paragraph (a) shall automatically and immediately, and without not be applicable to any further action on the part guarantee of any PersonRestricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary of the Company and (y) was not incurred in connection with, become or in contemplation of, such Person becoming a “Guarantor” and an “Obligor” under and for all purposes Restricted Subsidiary of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementCompany.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary As contemplated by the Revolving Credit Facility, new Subsidiaries of KCMH that is a Domestic Subsidiary, other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, 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” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)B hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary As contemplated by Section 5.08 of KCMH that is the Revolving Credit Agreement, new Subsidiaries (other than a Domestic Financing Subsidiary, other than any Broker-Dealer Subsidiary or any Domestic a CFC, a Subsidiary of a Foreign CFC, an Immaterial Subsidiary, a Transparent Subsidiary or a Domestic Subsidiary substantially all of whose assets consist a Transparent Subsidiary) of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs, Subsidiaries of a CFC, Immaterial Subsidiaries, Transparent Subsidiaries or Subsidiaries of a Transparent Subsidiary under the Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC, a Subsidiary of a CFC, an Immaterial Subsidiary, a Transparent Subsidiary or a Subsidiary of 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)B hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary of KCMH that is a Domestic Subsidiary, other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of 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 after the date hereof to become a “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreement.

Additional Subsidiary Guarantors. The Obligors shall cause In the event that at any Wholly-Owned time after the Restatement Effective Date, the Borrower acquires, creates or has any Domestic Subsidiary of KCMH that is not already a party to the Subsidiary Guaranty, the Borrower will promptly, but in any event 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 created (or such longer period to which the Administrative Agent may agree in its sole discretion), 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, other than any Broker-Dealer Subsidiary certified by the Secretary or any an Assistant Secretary of such Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counselSubsidiary, as referred to duly adopted and in said Exhibit 1). Accordinglyfull force and effect, upon authorizing 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement 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 “Collateral” Administrative Agent shall also mean reasonably request, in each case, in form and be a reference substance satisfactory to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In additionAdministrative Agent; provided, upon the execution and delivery of any such Guarantee Assumption Agreementhowever, the new Guarantor makes the representations and warranties set forth in Section 3 hereof. Notwithstanding that, notwithstanding the foregoing, none of (i) KCM U.S. nor 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 other Broker-Dealer Subsidiary or 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 Wholly-Owned Domestic Subsidiary, special purpose entity created or acquired in connection with any Permitted Securitization Transaction shall not be required to become a party to the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementGuaranty.

Additional Subsidiary Guarantors. The (a) At all times prior to either of the Obligors shall or any of the Obligors’ Subsidiaries becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause any Wholly-Owned Subsidiary (i) each of KCMH that is a Domestic Subsidiary, their Subsidiaries (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary Excluded Subsidiaries), including, without limitation, each of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign their Subsidiaries (other than Excluded Subsidiaries, ) first formed or acquired after the date hereof hereof, to enter into a Subsidiary Guaranty (promptly and in any event, within 30 days after the formation or acquisition of such Subsidiary, to enter into a joinder agreement in respect of the existing Subsidiary Guaranty and deliver to the holders of Notes the other items required to be delivered under Section 9.5(c)), and (ii) each Subsidiary that had previously been an Excluded Subsidiary that ceases to be an Excluded Subsidiary to enter into a joinder agreement in respect of the Subsidiary Guaranty and deliver to the holders of Notes all of the documents required under Section 9.5(c). In addition to, and without limiting the requirement in the immediately preceding sentence, at all times prior to the Obligor or any Subsidiary becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause any Subsidiary which is required by the terms of any Bank Credit Agreement (or any other agreement pursuant to which Debt for borrowed money of a Obligor is outstanding) to become a “Guarantor” party to, or otherwise guarantee, Debt outstanding under a Bank Credit Agreement or such other agreement, to enter into the Subsidiary Guaranty and an “Obligor” under this Agreement, by executing and delivering deliver to each of the Administrative Agent a Guarantee Assumption Agreement in holders of Notes (concurrently with the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1). Accordingly, upon the execution and delivery incurrence of any such Guarantee Assumption obligation pursuant to a Bank Credit Agreement by any or such new Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on other agreement) all of the part of any Person, become a “Guarantor” and an “Obligor” documents required under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreement9.5(c).

Additional Subsidiary Guarantors. The Obligors shall cause In the event that at any Wholly-Owned time after the Closing Date, the Company acquires, creates or has any Domestic Subsidiary of KCMH that is not already a party to the Subsidiary Guaranty, the Company will promptly, but in any event 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 created (or such longer period to which the Administrative Agent may agree in its sole discretion), 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, other than any Broker-Dealer Subsidiary certified by the Secretary or any an Assistant Secretary of such Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counselSubsidiary, as referred to duly adopted and in said Exhibit 1). Accordinglyfull force and effect, upon authorizing 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement 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 “Collateral” Administrative Agent shall also mean reasonably request, in each case, in form and be a reference substance satisfactory to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In additionAdministrative Agent; provided, upon the execution and delivery of any such Guarantee Assumption Agreementhowever, the new Guarantor makes the representations and warranties set forth in Section 3 hereof. Notwithstanding that, notwithstanding the foregoing, none of (i) KCM U.S. nor 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 Company’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 Company’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 Company’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 other Broker-Dealer Subsidiary or noncontrolling interests, does not exceed 20% of such income of the Company and its Subsidiaries consolidated for the most recently completed fiscal year; and (ii) any Wholly-Owned Domestic Subsidiary, special purpose entity created or acquired in connection with any Permitted Securitization Transaction shall not be required to become a party to the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementGuaranty.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary As contemplated by each of KCMH that is a Domestic Subsidiarythe Revolving Credit Facility and the Term Loan Credit Facility, new Subsidiaries (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary a Financing Subsidiary) of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)B hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary of KCMH that is a Domestic SubsidiaryAs contemplated by the Revolving Credit Agreement, new Subsidiaries (other than any Broker-Dealer a CFC or Transparent Subsidiary (each as defined in the Revolving Credit Agreement) or any Domestic Subsidiary Financing Subsidiary) of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof, Subsidiaries of the Borrower that after the date hereof cease to constitute Florida Sidecar Subsidiaries (as defined in the Revolving Credit Agreement), CFCs, Transparent Subsidiaries or Financing Subsidiaries under the Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, CFC or 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counselB hereto; provided, as referred however, that, notwithstanding any provision to the contrary in said Exhibit 1)this Agreement or any Debt Document, no CFC or Transparent Subsidiary will be required to become a “Subsidiary Guarantor”. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors If, after the Closing Date, any Subsidiary that (i) receives fees under a Management Contract, (ii) is a Wholly-Owned REIT Subsidiary or (iii) owns an Unencumbered Eligible Project and is not a Subsidiary Guarantor becomes a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness of the type described in clause (a) of such definition that is not (A) owing to any of the Consolidated Businesses or (B) Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Rule 144A Transaction), then within 15 Business Days of such event (or such other period as may be agreed by the Administrative Agent in its sole discretion), the Company shall cause any such Subsidiary if it is a Domestic Wholly-Owned Subsidiary (and otherwise shall cause the most immediate parents of KCMH such Subsidiary that is a are Domestic Subsidiary, other than any BrokerWholly-Dealer Subsidiary or any Domestic Subsidiary Owned Subsidiaries of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof Company (if any)) to become a “Guarantor” and an “Obligor” Subsidiary Guarantor under this AgreementAgreement and to execute and deliver a joinder agreement in substantially the form of Exhibit G, and the Company shall (x) as and to the extent requested by executing the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and delivering (vi) with respect to each such Domestic Wholly-Owned Subsidiary, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal favorable 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 which counsel shall automatically and immediately, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents be reasonably acceptable to the “Collateral” shall also mean and be a reference Administrative Agent, addressed to the Collateral granted by such new Subsidiary Administrative Agent and each reference in this Agreement to an Annex shall also mean and be a reference to the annex Lender, as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any matters concerning each such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 3 hereof. Notwithstanding the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Domestic Wholly-Owned Subsidiary and the Loan Documents as the Administrative Agent may reasonably request and (z) provide the Administrative Agent with the U.S. taxpayer identification number for each such Domestic Subsidiary, Wholly-Owned Subsidiary and all documentation and other information concerning such Domestic Wholly-Owned Subsidiary that the giving of a guarantee hereunder would, Administrative Agent or any Lender requests in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary order to comply with its obligations under applicable Laws “know your customer” and anti-money laundering rules and regulations, shall be a Guarantor under this Agreementincluding the Act.

Additional Subsidiary Guarantors. The Obligors GEO shall cause notify the Administrative Agent of (i) each redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.09(c) below and (ii) each creation or acquisition of any Wholly-Owned Subsidiary of KCMH that is a Domestic Subsidiary, and (unless such Subsidiary has been designated as an Unrestricted Subsidiary pursuant to Section 5.09(d)) promptly thereafter (and in any event within 30 days thereafter), in each of the cases referred to in the foregoing clauses (i) and (ii) of this sentence, cause such Subsidiary (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof Subsidiary) to (A) become a “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) deliver to the Administrative Agent a duly executed Joinder Agreement and comply with the terms of each Security Document, (C) take such action (including delivering certificates and transfer powers in respect of Equity Interests) and executing and delivering (as applicable) such UCC financing statements and account control agreements) as shall be necessary to create and perfect valid and enforceable Liens on substantially all of the form personal property (other than Excluded Property) of Exhibit 1 hereto such Subsidiary as collateral security for the obligations of such Subsidiary under the Loan Documents subject to no Liens other than Liens permitted by Section 6.02, (together D) take all actions with an appropriate legal opinion respect to all Material Real Property owned or leased by such Subsidiary required by Section 5.10 (as if such Material Real Property had been acquired by a Subsidiary), (E) deliver to the Administrative Agent such proof of counselcorporate action, as incumbency of officers, opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in said Exhibit 1clauses (A). Accordingly, upon (B), (C) and (D) of this sentence) and other documents as is consistent with those delivered by GEO pursuant to Section 4.01 on the execution and delivery Second Restatement Effective Date or pursuant to Section 4.01 of any such Guarantee Assumption the Existing Credit Agreement by any such new Subsidiaryon the First Restatement Effective Date, such new Subsidiary shall automatically and immediatelyas applicable, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents (F) deliver to the “Collateral” shall also mean Administrative Agent such other documents and closing certificates as may be a reference reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementAdministrative Agent.

Additional Subsidiary Guarantors. The Obligors shall (a) Subject to guarantee limitations customary in foreign jurisdictions with respect to Foreign Subsidiaries on and after the date hereof, the Company will cause any Wholly-Owned Subsidiary each of KCMH the Company’s Subsidiaries that is not an Excluded Subsidiary to promptly (but in any event within (i) thirty (30) calendar days (or such later date as may be agreed by the Required Holders in their reasonable discretion) in the case of a Domestic Subsidiary, other than any BrokerSubsidiary and (ii) seventy-Dealer Subsidiary or any Domestic Subsidiary five (75) calendar days in the case of a Foreign Subsidiary, in each such case of (x) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition or formation of a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiarieswhich is not an Excluded Subsidiary) execute and deliver a supplemental indenture to this Indenture, formed or acquired after the date hereof pursuant to become which such Subsidiary will agree to be a “Guarantor” and an “Obligor” Subsidiary Guarantor under this AgreementIndenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, by executing and delivering including, but not limited to, Article 18; provided, that such Subsidiary Guarantor shall deliver to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement Trustee and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and be a reference to the Collateral granted by such new Subsidiary and each reference in this Agreement to Agent an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption AgreementOpinion of Counsel. In addition, upon the execution Company shall cause each Subsidiary Guarantor to become a party to the applicable Security Documents and delivery take such actions required thereby to grant to the Collateral Agent, for the benefit of any such Guarantee Assumption Agreementitself, the new Guarantor makes Trustee and the representations and warranties set forth Holders, a perfected security interest in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of Collateral held by such Subsidiary Guarantor and subject to comply Permitted Liens and subject to limitations customary in foreign jurisdictions with applicable Laws and regulations, shall be a Guarantor under this Agreementrespect to Foreign Subsidiaries.

Additional Subsidiary Guarantors. The Obligors shall cause Notify the Administrative Agent at the time that any Wholly-Owned one or more Persons (x) constitutes a Material Domestic Subsidiary of KCMH (other than a Foreign Subsidiary Holdco), and or (y) that is a Domestic Subsidiary, other than Subsidiary that is not already a Guarantor hereunder Guarantees any Broker-Dealer Subsidiary Indebtedness under any Senior Notes Indenture or any Domestic Subsidiary 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 first priority perfected security interest in its assets of a Foreign Subsidiary or 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 Equinix and its Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign SubsidiariesSubsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts), formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” under this Agreementin each case, by (a) executing and delivering to the Administrative Agent a Guarantee Assumption Joinder Agreement in and/or such other documents as the form Administrative Agent shall deem appropriate for such purpose, and (b) delivering to the Administrative Agent documents of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as the types referred to in said Exhibit 1clauses (iii). Accordingly, upon (iv) and (v) of Section 4.01(a) and favorable opinions of counsel to such Person(s) (which shall cover, among other things, the execution legality, validity, binding effect and delivery enforceability of the documentation referred to in clauses (a) and (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; 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 Assumption Agreement Indebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by any the Borrower, then such new Subsidiary, such new Subsidiary Person shall automatically and immediately, and without any further action on the part of any Person, not be required to become a “Guarantor” and an “Obligor” Guarantor under and for all purposes 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 accordance with the preceding provisions of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption AgreementSection 6.14. In addition, upon Equinix may, from time to time, elect to cause any Domestic Subsidiary to become a Guarantor in accordance with the execution preceding clauses (a) and (b) of this Section 6.14. Each Loan Party agrees to take all actions necessary to promptly pledge to the Administrative Agent for the benefit of the Secured Parties all Equity Interests owned by it of each Guarantor joined pursuant to this Section 6.14, including without limitation the delivery of all certificates representing such Equity Interests, accompanied by undated stock powers duly executed in blank, and effecting any necessary or advisable amendments to the Pledge and Security Agreement and/or the Schedules thereto to evidence such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreementpledge.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Pursuant to the definition of the 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 not a Material Subsidiary on the 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 KCMH 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 Domestic Material Subsidiary, other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired as applicable. Upon execution and delivery after the date hereof by the Administrative Agent and such a Subsidiary, or any other Subsidiary that the Borrower wishes to designate as a Subsidiary Guarantor hereunder and under the other Loan Documents, of an instrument in the form of 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 an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred other Loan Documents shall be deemed to in said Exhibit 1)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 new Subsidiary, such other Guarantor hereunder. The rights and obligations of the Borrower and each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become Guarantor as a “Guarantor” and an “Obligor” under and for all purposes of party to this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreement.

Additional Subsidiary Guarantors. The Obligors shall cause If any Wholly-Owned Subsidiary of KCMH CARET that is not a Domestic SubsidiarySubsidiary 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) notify the Administrative Agent in writing of such event and the name of such New Subsidiary Guarantor; (ii) provide the 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 than any Broker-Dealer Subsidiary information that the Administrative Agent or any Domestic Lender requests in order to 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, 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 by a Responsible Officer of a Foreign such signing New Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” Guarantor and an “Obligor” under this Agreement, by executing each in form and delivering substance satisfactory to the Administrative Agent and the Required Lenders: (i) a Guarantee Assumption Agreement joinder agreement in substantially the form attached hereto as Exhibit H, together with all of the items described in Sections 4.01(a)(iv), 4.01(a)(v) and 4.01(a)(viii) with respect to each New Subsidiary Guarantor (in each case to the extent not already a Subsidiary Guarantor); and (ii) if required by the Administrative Agent, favorable opinions of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender as to such matters as the Administrative Agent may reasonably request concerning such New Subsidiary Guarantor and the Loan Documents to which such New Subsidiary Guarantor is a party. (c) Notwithstanding anything to the contrary contained in this Agreement, in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1). Accordingly, upon event that the execution and delivery results of any such Guarantee Assumption Agreement “know your customer” or similar investigation conducted 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreement.114

Additional Subsidiary Guarantors. The Obligors (a) 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 to time as shall cause any Wholly-Owned Subsidiary be necessary to ensure that all Subsidiaries of KCMH that is a Domestic Subsidiary, the Company (other than any Broker-Dealer Inactive Subsidiaries and Unrestricted Subsidiaries) are Subsidiary Guarantors and, thereby, "Obligors" hereunder. Without limiting the generality of the foregoing, in the event that the Company or any Domestic of its Subsidiaries shall form any new Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof which the Company or the respective Subsidiary anticipates will not be an Inactive Subsidiary or an Unrestricted Subsidiary (or, in the event that any Inactive Subsidiary or an Unrestricted Subsidiary shall cease to be an Inactive Subsidiary or Unrestricted Subsidiary), the Company or the respective Subsidiary will cause such new Subsidiary (or such Inactive Subsidiary and/or Unrestricted Subsidiary which ceases to be an Inactive Subsidiary and/or Unrestricted Subsidiary) to become a “"Subsidiary Guarantor” " (and, thereby, an "Obligor") hereunder pursuant to a written instrument in form and an “Obligor” under this Agreement, by executing and delivering substance satisfactory to the Administrative Agent a Guarantee Assumption Agreement in the form Lender, and to deliver such proof of Exhibit 1 hereto (together corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with an appropriate legal opinion of counsel, as referred those delivered by each Obligor pursuant to in said Exhibit 1). Accordingly, Section 7.1 hereof upon the execution and delivery of any such Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary Closing Date or as the Lender shall automatically and immediately, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreementhave requested.

Additional Subsidiary Guarantors. The Obligors GEO shall cause notify the Administrative Agent of (i) each redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.09(c) below and (ii) each creation or acquisition of any Wholly-Owned Subsidiary of KCMH that is a Domestic Subsidiary, and (unless such Subsidiary has been designated as an Unrestricted Subsidiary pursuant to Section 5.09(d)) promptly thereafter (and in any event within 30 days thereafter), in each of the cases referred to in the foregoing clauses (i) and (ii) of this sentence, cause such Subsidiary (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof Subsidiary) to (A) become a “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) deliver to the Administrative Agent a duly executed Joinder Agreement and comply with the terms of each Security Document, (C) take such action (including delivering certificates and transfer powers in respect of Equity Interests) and executing and delivering (as applicable) such UCC financing statements and account control agreements) as shall be necessary to create and perfect valid and enforceable Liens on substantially all of the form personal property (other than Excluded Property) of Exhibit 1 hereto such Subsidiary as collateral security for the obligations of such Subsidiary under the Loan Documents subject to no Liens other than Liens permitted by Section 6.02, (together D) take all actions with an appropriate legal opinion respect to all Material Real Property owned or leased by such Subsidiary required by Section 5.10 (as if such Material Real Property had been acquired by a Subsidiary), (E) deliver to the Administrative Agent such proof of counselcorporate action, as incumbency of officers, opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in said Exhibit 1clauses (A). Accordingly, upon the execution (B), (C) and delivery (D) of any such Guarantee Assumption Agreement this sentence) and other documents as is consistent with those delivered by any such new Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action GEO pursuant to Section 4.01 on the part of any Person, become a “Guarantor” Restatement Effective Date and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents (F) deliver to the “Collateral” shall also mean Administrative Agent such other documents and closing certificates as may be a reference reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementAdministrative Agent.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary As contemplated by Section 5.08 of KCMH that is a Domestic Subsidiarythe Revolving Credit Agreement, new Subsidiaries (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary a Financing Subsidiary) of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries under the Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)B hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary As contemplated by the Revolving Credit Facility, new Subsidiaries of KCMH that is a Domestic Subsidiary, other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof (other than a CFC, a Transparent Subsidiary or a Tax Blocker Subsidiary), existing Subsidiaries of the Borrower that after the date hereof cease to constitute CFCs, Transparent Subsidiaries or Tax Blocker Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a CFC, a Transparent Subsidiary or a Tax Blocker 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)A hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors shall cause Notify the Administrative Agent at the time that any Wholly-Owned one or more Persons (x) constitutes a Material Domestic Subsidiary of KCMH (other than a Foreign Subsidiary Holdco) or (y) that is a Domestic Subsidiary, other than Subsidiary that is not already a Guarantor hereunder Guarantees any Broker-Dealer Subsidiary Indebtedness under any Senior Notes Indenture or any Domestic Subsidiary 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 first priority perfected security interest in its assets of a Foreign Subsidiary or 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 Equinix and its Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign SubsidiariesSubsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts), formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” under this Agreementin each case, by (a) executing and delivering to the Administrative Agent a Guarantee Assumption Joinder Agreement in and/or such other documents as the form Administrative Agent shall deem appropriate for such purpose, and (b) delivering to the Administrative Agent documents of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as the types referred to in said Exhibit 1clauses (iii). Accordingly, upon (iv) and (v) of Section 4.01(a) and favorable opinions of counsel to such Person(s) (which shall cover, among other things, the execution legality, validity, binding effect and delivery enforceability of the documentation referred to in clauses (a) and (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; 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 Assumption Agreement Indebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by any the Borrower, then such new Subsidiary, such new Subsidiary Person shall automatically and immediately, and without any further action on the part of any Person, not be required to become a “Guarantor” and an “Obligor” Guarantor under and for all purposes 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 accordance with the preceding provisions of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption AgreementSection 6.14. In addition, upon Equinix may, from time to time, elect to cause any Domestic Subsidiary to become a Guarantor in accordance with the execution preceding clauses (a) and (b) of this Section 6.14. Each Loan Party agrees to take all actions necessary to promptly pledge to the Administrative Agent for the benefit of the Secured Parties all Equity Interests owned by it of each Guarantor joined pursuant to this Section 6.14, including without limitation the delivery of all certificates representing such Equity Interests, accompanied by undated stock powers duly executed in blank, and effecting any necessary or advisable amendments to the Pledge and Security Agreement and/or the Schedules thereto to evidence such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreementpledge.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary As contemplated by the Revolving Credit Facility, new Subsidiaries of KCMH that is a Domestic Subsidiary, other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof (other than a Financing Subsidiary, a CFC, a Transparent Subsidiary or a Tax Blocker Subsidiary), existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs, Transparent Subsidiaries or Tax Blocker Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC, a Transparent Subsidiary or a Tax Blocker 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)B hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors shall cause Promptly after any Wholly-Owned Subsidiary of KCMH that is a Domestic was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, other than and promptly after the creation or acquisition of any Broker-Dealer Domestic Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary that satisfies the definition of Guarantor (and, in any event, within thirty (30) days after such date of ceasing to be an Immaterial Subsidiary or a Domestic Subsidiary substantially all such creation or acquisition, as applicable; provided that the Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of whose assets consist days thereafter with the consent of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof Required Lenders) cause such Person to (i) become a “Guarantor” and an “Obligor” under this Agreement, Guarantor by executing and delivering to the Administrative Agent a Guarantee Assumption 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, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the form 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 Exhibit 1 hereto each applicable Collateral Document, (together with an appropriate legal opinion of counseliii) deliver to the Administrative Agent such opinions, as documents and certificates referred to in said Exhibit 1). AccordinglySection 3.2 as may be reasonably requested by the Administrative Agent, upon (iv) deliver to the execution Administrative Agent such original certificated Ownership Interests or other certificates and delivery stock or other transfer powers evidencing the Ownership Interests 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and (v) deliver to the other Loan Documents, each reference in this Agreement and Administrative Agent such updated Schedules to the other Loan Documents as requested by the Administrative Agent with respect to such Person and (vi) deliver to the “Collateral” shall also mean Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and be a reference scope reasonably satisfactory to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementAdministrative Agent.

Additional Subsidiary Guarantors. The Obligors In the event that Real Estate of a Subsidiary of Parent Borrower is included in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Borrower shall cause each such Subsidiary (and any Wholly-Owned entity having an interest in such Subsidiary of KCMH that is Parent Borrower) to execute and deliver to Agent a Domestic SubsidiaryJoinder Agreement, other than and such Subsidiary (and any Broker-Dealer such entity) shall become a Subsidiary Guarantor under the Guaranty. For the avoidance of doubt, any Subsidiary or other such entity which becomes an obligor pursuant to the 2014 Term Loan Agreement or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to agreement evidencing other Unsecured Debt shall become a “Guarantor” and an “Obligor” Subsidiary Guarantor under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)Guaranty. Accordingly, upon the execution and delivery of any Each 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder wouldspecifically authorized, in the reasonable determination of KCMHaccordance with its respective organizational documents, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under the Guaranty. Parent Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, Parent Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Without limiting the foregoing, each of Coresite Real Estate 1656 XxXxxxxx, L.L.C. (“Coresite XxXxxxxx”), Coresite Real Estate 2901 Coronado, L.L.C. (“Coresite 2901”) and Xxxxxxxx Xxxx Xxxxxx 000 X. Xxxxxxx, X.X.X. (“Coresite 900”) may transfer any Eligible Real Estate currently owned by such entities to any Subsidiary of such entities, and upon any such transfer, such Subsidiary shall become a Subsidiary Guarantor pursuant to the terms and documentation required under this AgreementSection 5.3.

Additional Subsidiary Guarantors. The Obligors shall cause (i) If (A) any Wholly-Owned Subsidiary of KCMH that is a Domestic designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, other than any Broker-Dealer Subsidiary or any Domestic Subsidiary that satisfies the definition of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed 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 (and, in any event within thirty (30) days) after the date hereof such Subsidiary ceases to be an Immaterial Subsidiary or such creation or acquisition, the Borrower shall cause such Person to (1) become a “Guarantor” and an “Obligor” under this Agreement, Guarantor by executing and delivering to the Administrative Agent a Guarantee Assumption 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 form 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 Exhibit 1 hereto each applicable Collateral Document, (together with an appropriate legal opinion of counsel3) deliver to the Administrative Agent such opinions, as documents and certificates referred to in said Exhibit 1). AccordinglySection 3.2 as may be reasonably requested by the Administrative Agent, upon (4) deliver to the execution Administrative Agent such original certificated Ownership Interests or other certificates and delivery stock or other transfer powers evidencing the Ownership Interests 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and (5) deliver to the other Loan Documents, each reference in this Agreement and Administrative Agent such updated Schedules to the other Loan Documents as requested by the Administrative Agent with respect to such Person and (6) deliver to the “Collateral” shall also mean Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and be a reference scope reasonably satisfactory to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption AgreementAdministrative Agent; provided that, the new Guarantor makes Administrative Agent may extend the representations time period for such delivery by (x) an additional thirty (30) days in its sole discretion and warranties set forth in Section 3 hereof. Notwithstanding (y) an additional number of days thereafter as consented to by the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementRequired Lenders.

Additional Subsidiary Guarantors. The Obligors (a) If, after the Closing Date, any Subsidiary of the Company (including any Division Successor resulting from the consummation of a Division by a Subsidiary) that (x) either (i) receives fees under a Management Contract, (ii) is a Wholly-Owned REIT Subsidiary or (iii) owns, directly or indirectly, an Unencumbered Eligible Project and (y) is not a Subsidiary Guarantor becomes a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness of the type described in clause (a) of such definition that is not (A) owing to any of the Consolidated Businesses or (B) Secured Indebtedness (including, without limitation and for the avoidance of doubt, Indebtedness (other than Secured Indebtedness) that is incurred under or in connection with notes or bonds issued in a Rule 144A Transaction), then within 15 Business Days of such event (or such other period as may be agreed by the Administrative Agent in its sole discretion), the Company may cause such Subsidiary, and shall cause any such Subsidiary if it is a Domestic Wholly-Owned Subsidiary of KCMH the Company (and otherwise shall cause the most immediate parents of such Subsidiary that is a are Domestic SubsidiaryWholly-Owned Subsidiaries of the Company (if any)), other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” Subsidiary Guarantor under this AgreementAgreement and to execute and deliver a joinder agreement in substantially the form of Exhibit G, and the Company shall (x) as and to the extent requested by executing the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and delivering (vi) with respect to each such Subsidiary, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as referred to in said Exhibit 1). Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any matters concerning each such new Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to as the “Collateral” shall also mean Administrative Agent may reasonably request and be a reference to (z) provide the Collateral granted by Administrative Agent with the U.S. taxpayer identification number for each such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 3 hereof. Notwithstanding the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Domestic Wholly-Owned Domestic Subsidiary, Subsidiary and the giving unique identification number issued by its jurisdiction of a guarantee hereunder would, in the reasonable determination of KCMH, materially organization for each such Foreign Subsidiary and adversely affect the ability of all documentation and other information concerning each such Subsidiary that the Administrative Agent or any Lender requests in order to comply with its obligations under applicable Laws “know your customer” and anti-money laundering rules and regulations, shall be a Guarantor under this Agreementincluding the Act.

Additional Subsidiary Guarantors. The Obligors shall cause As contemplated by each of the Revolving Credit Facility and any Wholly-Owned Subsidiary of KCMH that is a Domestic SubsidiaryTerm Loan Credit Facility, new Subsidiaries (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary a Financing Subsidiary) of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing 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) 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)B hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary As contemplated by Section 5.08 of KCMH that is a Domestic Subsidiarythe Revolving Credit Agreement, new Subsidiaries (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary an SBIC Subsidiary) of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute SBIC Subsidiaries under the Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than an SBIC 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)B hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreement.permitted to update the Annexes with respect to such Subsidiary. 7.06

Additional Subsidiary Guarantors. The Obligors shall cause In the event that any WhollyPerson (other than Immaterial Subsidiaries) (i) becomes a wholly-Owned owned (directly or indirectly) Material Domestic Subsidiary after the Closing Date pursuant to an acquisition (whether of KCMH stock or assets) or merger, or as a result of the creation of such Person and a transfer to such Person of any property or assets, or (ii) that is an existing Subsidiary (other than the Investment Subsidiary) becomes a Material Domestic Subsidiary, other than any Broker-Dealer Subsidiary the Parent Borrower shall promptly, if such Person as a result of such acquisition, merger, or any creation and transfer conducts a substantial portion of the business of the Parent Borrower and its Subsidiaries, or otherwise within 45 days after the end of the fiscal quarter in which such Person becomes a Material Domestic Subsidiary, cause such Material Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” under this Agreement, Subsidiary Guarantor by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents assumption agreement to the “Collateral” shall also mean Guarantee and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreementother documentation as the Administrative Agent may reasonably request in connection therewith, the new Guarantor makes the representations and warranties set forth in Section 3 hereof. Notwithstanding the foregoingincluding, none without limitation, certified resolutions of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned such Material Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially certified organizational and adversely affect the ability authorizing documents of such Material Domestic Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that no such Person which becomes a Material Domestic Subsidiary to comply with applicable Laws and regulations, shall be required to become a Subsidiary Guarantor under this Agreementif the incurrence of such obligation would violate any material agreement binding on such Person and in existence on the date of such Person becoming a Material Domestic Subsidiary or any law or regulation applicable to such Person.

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary of KCMH that is a Domestic SubsidiaryAs contemplated by the Revolving Credit Agreement, new Subsidiaries (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary a Financing Subsidiary) of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries under the Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)B hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall cause any Wholly-Owned Subsidiary be necessary to ensure that all Subsidiaries of KCMH that is a Domestic Subsidiary, the Company (other than any Broker-Dealer Inactive Subsidiaries and Joint Venture Entities) are Subsidiary Guarantors and, thereby, "Obligors" hereunder. Without limiting the generality of the foregoing, in the event that the Company or any Domestic of its Subsidiaries shall form any new Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof which the Company or the respective Subsidiary anticipates will not be an Inactive Subsidiary or a Joint Venture Entity (or, in the event that any Inactive Subsidiary or Joint Venture Entity shall cease to be an Inactive Subsidiary or Joint Venture Entity), the Company or the respective Subsidiary will cause such new Subsidiary (or such Inactive Subsidiary or Joint Venture Entity which ceases to be an Inactive Subsidiary or Joint Venture Entity) to become a “"Subsidiary Guarantor” " (and, thereby, an "Obligor") hereunder pursuant to a written instrument in form and an “Obligor” under this Agreementsubstance satisfactory to each Bank and the Administrative Agent, and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by executing and delivering each Obligor pursuant to Section 7.01 hereof upon the Effective Date or as any Bank or the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)shall have requested. 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Credit Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreement.

Additional Subsidiary Guarantors. The Obligors shall 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 any Wholly-Owned Subsidiary of KCMH that such Person to (a) so long as such Person is a Domestic Subsidiary, other than any Broker-Dealer not an Excluded Subsidiary or any Domestic Subsidiary 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) provide an unconditional guaranty of a Foreign Subsidiary or a Domestic Subsidiary substantially all the Obligations of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” under this Agreement, each Borrower by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement counterpart of or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate for such purpose and (ii) if such Person is required to become or will become a Domestic Loan Party, duly execute and deliver to the Administrative Agent joinders and supplements to the Security Documents or additional agreements granting a security interest in the Collateral of such Domestic Loan Party, in each case in form of Exhibit 1 hereto and substance reasonably satisfactory to the Administrative Agent (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1). Accordingly, upon the execution and including delivery of any such Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary shall automatically all certificates representing owned Equity Interests and immediatelyother instruments), and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents (b) deliver to the “Collateral” shall also mean Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a reference party; (ii) such documents and certifications as the 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 Collateral granted by such new Subsidiary extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties warranty set forth in Section 3 hereof5.19 true and correct and (iv) favorable opinion letters 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. Notwithstanding In addition to the foregoing, none of (i) KCM U.S. nor the Company may from time to time cause any other Broker-Dealer Subsidiary that is not a Material Subsidiary or a Designated Borrower to become a Subsidiary Guarantor by providing the documentation required under clauses (iia) 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 Wholly-Owned of its Subsidiaries, then, notwithstanding the notice and timing provisions set forth herein above, the Company shall cause such Subsidiaries to provide the guaranty contemplated by this Section and execute and deliver the related documents required by this Section concurrently with the 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 any Obligations of the Company or any Designated Borrower that is a Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreement.

Additional Subsidiary Guarantors. The Obligors In the event that Real Estate of a Subsidiary of Parent Borrower is included in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Borrower shall cause each such Subsidiary (and any Wholly-Owned entity having an interest in such Subsidiary of KCMH that is Parent Borrower) to execute and deliver to the Agent a Domestic SubsidiaryJoinder Agreement, other than and such Subsidiary (and any Broker-Dealer such entity) shall become a Subsidiary Guarantor under the Guaranty. For the avoidance of doubt, any Subsidiary or other such entity which becomes an obligor pursuant to the Existing Credit Agreement or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to agreement evidencing other Unsecured Debt shall become a “Guarantor” and an “Obligor” Subsidiary Guarantor under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)Guaranty. Accordingly, upon the execution and delivery of any Each 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder wouldspecifically authorized, in the reasonable determination of KCMHaccordance with its respective organizational documents, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under the Guaranty. Parent Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, Parent Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Without limiting the foregoing, each of Coresite Real Estate 1656 XxXxxxxx, L.L.C. (“Coresite XxXxxxxx”), Coresite Real Estate 2901 Coronado, L.L.C. (“Coresite 2901”) and Xxxxxxxx Xxxx Xxxxxx 000 X. Xxxxxxx, X.X.X. (“Coresite 900”) may transfer any Eligible Real Estate currently owned by such entities to any Subsidiary of such entities, and upon any such transfer, such Subsidiary shall become a Subsidiary Guarantor pursuant to the terms and documentation required under this AgreementSection 5.3.

Additional Subsidiary Guarantors. The Obligors shall cause Promptly after any Wholly-Owned Subsidiary of KCMH that is a Domestic was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, other than and promptly after the creation or acquisition of any Broker-Dealer Domestic Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary that satisfies the definition of Guarantor (and, in any event, within thirty (30) days after such date of ceasing to be an Immaterial Subsidiary or a Domestic Subsidiary substantially all such creation or acquisition, as applicable; provided that the Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of whose assets consist days thereafter with the consent of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof Required Lenders) cause such Person to (i) become a “Guarantor” and an “Obligor” under this Agreement, Guarantor by executing and delivering to the Administrative Agent a Guarantee Assumption duly executed supplement to the Second 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, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the form Second 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 Exhibit 1 hereto each applicable Collateral Document, (together with an appropriate legal opinion of counseliii) deliver to the Administrative Agent such opinions, as documents and certificates referred to in said Exhibit 1). AccordinglySection 3 as may be reasonably requested by the Administrative Agent, upon (iv) deliver to the execution Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) such original certificated Ownership Interests or other certificates and delivery stock or other transfer powers evidencing the Ownership Interests 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and (v) deliver to the other Loan Documents, each reference in this Agreement and Administrative Agent such updated Schedules to the other Loan Documents as requested by the Administrative Agent with respect to such Person and (vi) deliver to the “Collateral” shall also mean Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and be a reference scope reasonably satisfactory to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 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 giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementAdministrative Agent.

Additional Subsidiary Guarantors. The Obligors shall cause If the Company or any Wholly-Owned owned domestic Subsidiary of KCMH that is a Domestic Subsidiary, at any time creates or acquires any direct Wholly-owned Subsidiary (other than any Broker-Dealer holding company created for the purpose of holding shares of MacDxxxxx, Xxttxxxxx and Associates Ltd.) (each, a "New Subsidiary"), the Company shall, within 10 days after such creation or acquisition), (a) cause such New Subsidiary or any Domestic Subsidiary of to execute and deliver a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” and an “Obligor” under this Agreement, by executing and delivering supplement to the Administrative Agent a Guarantee Assumption Subsidiary Guaranty Agreement in the form of Exhibit 1 hereto A to the Subsidiary Guaranty Agreement, (together with an appropriate legal b) cause such New Subsidiary to become a party to the Security Agreement, (c) grant a perfected first priority Lien to the Collateral Agent for the benefit of the holders of the Notes on all of the outstanding capital stock or other equity interest of such New Subsidiary and (d) take, and cause such New Subsidiary and each other Subsidiary to take, all action necessary or (in the opinion of counsel, as referred the Collateral Agent or the holders of the Notes) desirable to in said Exhibit 1). Accordingly, upon perfect and protect the execution and delivery of any such Guarantee Assumption Agreement Liens intended to be created 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 “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan DocumentsSecurity Documents (including any documents delivered in connection with such creation or acquisition pursuant to clauses (a), each reference (b) and (c) of this Section); provided that (1) the Company will not be required to take the actions described in clauses (a) and (b) of this subsection with respect to any New Subsidiary that is not a domestic Subsidiary or which has not become liable under the Bank Credit Agreement and as a guarantor or otherwise, (2) the other Loan Documents Company will not be required to take the actions described in clause (c) with respect to the “Collateral” shall also mean and be capital stock or other equity interests of any New Subsidiary that is not a reference domestic Subsidiary to the extent the aggregate capital stock or other equity interest of such New Subsidiary subject to a Lien granted to the Collateral granted by Agent for the benefit of the holders of the Notes would exceed 66% of the outstanding capital stock or other equity interests of such new New Subsidiary, and (3) the Company will not be required to take any of the actions described in clauses (a), (b), or (c) of this Section 5.18 with respect to any New Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to extent any such Guaranteed Assumption Agreement. In addition, upon action is prohibited by the execution and delivery terms of any agreement or instrument to which (x) such Guarantee Assumption AgreementNew Subsidiary is a party or is bound as in effect on the date such New Subsidiary becomes a Subsidiary of the Company, so long as such agreement or such instrument was not entered into in contemplation of such New Subsidiary becoming a Subsidiary of the new Guarantor makes the representations and warranties set forth in Section 3 hereof. Notwithstanding the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary Company or (iiy) the Company or any of its Wholly-Owned Domestic owned domestic Subsidiaries (other than such New Subsidiary, ) is a party or is bound as in effect on the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementNinth Amendment Effective Date."

Additional Subsidiary Guarantors. The Obligors shall cause any Wholly-Owned Subsidiary As contemplated by Section 5.08 of KCMH that is a Domestic Subsidiarythe Revolving Credit Agreement, new Subsidiaries (other than any Broker-Dealer Subsidiary or any Domestic Subsidiary an SBIC Subsidiary) of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute SBIC Subsidiaries under the Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than an SBIC 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 Administrative Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1)C hereto. 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 Agreement 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 other Loan Documents, each reference manner specified in this Agreement and the other Loan Documents to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Guarantee 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 3 hereof. Notwithstanding 2 as of the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability date of such Subsidiary to comply with applicable Laws Guarantee Assumption Agreement and regulations, shall be a Guarantor under this Agreementpermitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Obligors Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which any Subsidiary that is not Lessee or an Excluded Subsidiary becomes a Subsidiary Borrower or guarantor under the Bank Credit Agreement, the Parent Guarantor shall provide the Administrative Agent with written notice thereof and shall cause any Wholly-Owned each such Subsidiary of KCMH that is a Domestic Subsidiary, other than any Broker-Dealer Subsidiary or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or acquired after the date hereof to become a “Guarantor” execute and an “Obligor” under this Agreement, by executing and delivering deliver to the Administrative Agent the Guaranty (or a Guarantee Assumption Agreement joinder thereto in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, the Guaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, other organizational or constitutional documentation and legal opinions as may be reasonably requested by the Administrative Agent (with any such opinion so requested to be in form and substance reasonably satisfactory to the Administrative Agent but, in any case, limited to the types of Exhibit 1 hereto (together with an appropriate matters covered in any legal opinion delivered pursuant to Article VI of counsel, as referred to in said Exhibit 1the Participation Agreement). Accordingly, upon Each guarantor and each borrower under the execution and delivery of any such Guarantee Assumption Bank Credit Agreement by any such new Subsidiary, such new that is not Lessee or an Excluded Subsidiary shall automatically and immediatelybe party to this Guaranty, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents subject to the “Collateral” shall also mean and 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 a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 3 17 hereof. Notwithstanding the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer no Excluded Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be required to become a Guarantor under this Agreement.Subsidiary Guarantor. Regeneron Pharmaceuticals, Inc. Third Amended and Restated Guaranty

Additional Subsidiary Guarantors. The Obligors shall cause any In the event that a Eligible Collateral Pool Property of a Wholly-Owned Subsidiary of KCMH that the Borrower is to be included as a Domestic Mortgage Property as contemplated by Section 4.3, the Borrower shall, as a condition to such Eligible Collateral Pool Property being included as a Mortgage Property, cause each such Subsidiary, and each other than any Broker-Dealer Subsidiary which owns a direct or any Domestic Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary substantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiariesindirect interest in such Subsidiary, formed or acquired after the date hereof to become a “Guarantor” execute and an “Obligor” under this Agreement, by executing and delivering deliver to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit 1 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 immediatelyJoinder Agreement, and without any further action on the part of any Person, such Subsidiary or Subsidiaries shall become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and be a reference to the Collateral granted by such new Additional Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption AgreementGuarantor hereunder. In addition, upon the execution Borrower shall cause each Subsidiary which is a Material Subsidiary to execute a Joinder Agreement and delivery become an Additional Subsidiary Guarantor within thirty (30) days (or such longer period as the Administrative Agent may reasonably determine) after such Subsidiary becoming a Material Subsidiary. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Joinder Agreement and such Security Documents as the Administrative Agent may reasonably require. Without limiting the foregoing, each such Subsidiary shall also be in good standing in its state of any such Guarantee Assumption Agreement, organization and in the new Guarantor makes jurisdiction in which its Mortgage Property is located and be in compliance with the representations and warranties covenants set forth in Section 3 hereof7.20. Notwithstanding In connection with the foregoing, none delivery of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiarysuch Joinder Agreement, the giving of a guarantee hereunder wouldBorrower shall deliver to the Administrative Agent such organizational agreements, in resolutions, consents, opinions and other documents and instruments as the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this AgreementAdministrative Agent may reasonably require.