Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on the date any Person becomes a Material Domestic Subsidiary of the Borrower (other than an SPV and other than any Person that is already a Guarantor under the Guaranty), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so that, after giving effect thereto, the threshold levels in clauses (a) and (b) above are not exceeded.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on (a) If, as of the date end of any Person becomes a Material Domestic Subsidiary fiscal quarter of the Borrower (other than an SPV and other than for which Financials have been delivered hereunder, there shall exist any Person Material Subsidiary that is not already a Subsidiary Guarantor under the Guaranty(each, a “New Material Subsidiary”), a supplement to within fifty (50) days after the Guaranty pursuant to date on which Financials for such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause quarter are required to be delivered to hereunder (or such longer period of time as the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) may agree to in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such periodsole discretion), the Borrower will, within 30 days after its senior management becomes aware shall cause such New Material Subsidiary to (or reasonably should have A) become aware) of such event, cause to be executed a Subsidiary Guarantor by executing and delivered delivering to the Administrative Agent a supplement joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (together with B) execute and/or deliver such other documents, opinions documentation of the types described under Sections 4.01(c) and information (d) as the Administrative Agent may requirereasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) with respect If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Domestic Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the extent necessary so that, after giving effect thereto, Administrative Agent a joinder agreement substantially in the threshold levels in clauses form of Exhibit A to the Subsidiary Guaranty and (aB) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (bd) above are not exceededas the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on (a) If, as of the date end of any Person becomes a Material Domestic Subsidiary fiscal quarter of the Borrower (other than an SPV and other than for which Financials have been delivered hereunder, there shall exist any Person Material Subsidiary that is not already a Subsidiary Guarantor under the Guaranty(each, a “New Material Subsidiary”), a supplement to within fifty (50) days after the Guaranty pursuant to date on which Financials for such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause quarter are required to be delivered to hereunder (or such longer period of time as the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) may agree to in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such periodsole discretion), the Borrower will, within 30 days after its senior management becomes aware shall cause such New Material Subsidiary to (or reasonably should have A) become aware) of such event, cause to be executed a Subsidiary Guarantor by executing and delivered delivering to the Administrative Agent a supplement joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (together with B) execute and/or deliver such other documents, opinions documentation of the types described under Sections 4.01(c) and information (e) as the Administrative Agent may requirereasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) with respect If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or Consolidated Total Assets as of the end of such quarter, in each case, attributable to all Restricted Subsidiaries (other than any Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia) that are not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or fifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to be delivered hereunder (or such longer period of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Domestic Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the extent necessary so that, after giving effect thereto, Administrative Agent a joinder agreement substantially in the threshold levels in clauses form of Exhibit A to the Subsidiary Guaranty and (aB) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (be) above are not exceededas the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the District of Columbia, shall be required to become a Subsidiary Guarantor. (d) The Borrower will cause any Subsidiary which guarantees any (i) Debt Facility of the Borrower or any Subsidiary Guarantor with an aggregate principal amount or commitments of $50,000,000 or greater (including the Debt Facility under the Revolving Credit Agreement) or (ii) any Capital Markets Debt to, within 60 days of the incurrence of such guarantee to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on Notify the date Administrative Agent if any Person becomes a Material Domestic Subsidiary within 45 days after such occurrence (or such longer period as the Administrative Agent may agree), and thereafter promptly (and in any event, within 30 days after such notification (or such longer period as the Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such Person to (a) so long as such Person is not an Excluded Subsidiary, provide an unconditional guaranty of the Obligations of each Borrower (other than an SPV by executing and other than any Person that is already a Guarantor under the Guaranty), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered delivering to the Administrative Agent all a counterpart of or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate corporate for such purpose, and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and other documentation 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 party; (including opinions 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 counselincorporation or organization) and qualified to engage in business in each case jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in form Section 5.19 true and substance 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. If at any time (a) In addition to the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such periodforegoing, the Company may from time to time cause any Subsidiary that is not a Material Subsidiary or a Designated Borrower will, within 30 days after its senior management becomes aware (or reasonably should have to become aware) of such event, cause to be executed and delivered to a Subsidiary Guarantor by providing the Administrative Agent a supplement to the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so that, after giving effect thereto, the threshold levels in documentation required under clauses (a) and (b) above of this Section 6.13. If one or more Material Subsidiaries are not exceededcreated in connection with, or result from the consummation of, an Acquisition by the Company or any 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.

Additional Subsidiary Guarantors. The Borrower shall execute In the event that at any time after the Closing Date, the Company acquires, creates or shall cause has any Domestic Subsidiary that is not already a party to be executed on the Subsidiary Guaranty, the Company will promptly, but in any event no later than the date any Person becomes a Material that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary of is acquired or created (or such longer period to which the Borrower Administrative Agent may agree in its sole discretion), cause such Domestic Subsidiary to deliver to the Administrative Agent, (other than an SPV and other than any Person that is already a) a Guarantor under Guaranty Supplement (as defined in the Subsidiary Guaranty), a supplement to the Guaranty duly executed by such Subsidiary, pursuant to which such Material Domestic Subsidiary shall become joins in the Subsidiary Guaranty as a Guarantorguarantor thereunder, and shall deliver (b) resolutions of the Board of Directors or cause equivalent governing body of such Domestic Subsidiary, certified by the Secretary or an Assistant Secretary of such Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and an opinion of counsel (which may be delivered to provided by in-house counsel) as the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) shall reasonably request, in each case case, in form and substance reasonably satisfactory to the Administrative Agent. If at any time ; provided, however, that, notwithstanding the foregoing, (ai) a Domestic Subsidiary shall not be required to become a party to the aggregate assets of Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all of the Borrower’s such Domestic Subsidiaries that are not Guarantors under Material Subsidiaries and that are not Loan Parties (collectively, the Guaranty exceeds “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 consolidated 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 the Borrower and its all such Non-Guarantor Subsidiaries, or (b) taken together in the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are aggregate, does not Guarantors under the Guaranty exceeds exceed 20% of Consolidated Total Assets as of the Borrowerend of the most recently completed fiscal year, and (3) the Company’s Consolidated Adjusted Net Income for 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 periodNon-Guarantor Subsidiaries, taken together in the Borrower willaggregate, within 30 days after its senior management becomes aware (or reasonably should have become aware) exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such event, cause income of the Company and its Subsidiaries consolidated for the most recently completed fiscal year; and (ii) any special purpose entity created or acquired in connection with any Permitted Securitization Transaction shall not be required to be executed and delivered become a party to the Administrative Agent a supplement to the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so that, after giving effect thereto, the threshold levels in clauses (a) and (b) above are not exceededSubsidiary Guaranty.

Additional Subsidiary Guarantors. The Borrower Company shall execute or shall cause to be executed on the date any Person becomes a Material Domestic Subsidiary of the Borrower Company (other than an SPV and other than any Person that is already or a Guarantor under the GuarantySubsidiary Borrower), the Guaranty (or a supplement to the Guaranty Guaranty) pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the BorrowerCompany’s Domestic Subsidiaries that are not Subsidiary Borrowers or Guarantors under the Guaranty exceeds twenty percent (20% %) of the consolidated total assets of the Borrower Company and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the BorrowerCompany’s Domestic Subsidiaries that are not Subsidiary Borrowers or Guarantors under the Guaranty exceeds twenty percent (20% %) of the BorrowerCompany’s Consolidated Adjusted Net Income for such period, the Borrower Company will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so that, after giving effect thereto, the threshold levels in clauses (a) and (b) above are not exceeded.

Additional Subsidiary Guarantors. (a) The Borrower shall execute or shall cause to be executed on the date any will (i) within thirty (30) days after a Person becomes a Material Domestic Subsidiary Subsidiary, notify the Administrative Agent of the Borrower such event and (other than an SPV ii) within forty-five (45) days after such Person becomes a Domestic Subsidiary, cause one or more Non-Guarantor Subsidiaries to execute and other than any Person that is already a Guarantor under the Guaranty), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions a counterpart of a Subsidiary Guaranty Joinder Agreement, documents of the types referred to in clauses (iii) and other documentation (including iv) of Section 4.01(a) and, unless waived by the Administrative Agent, favorable opinions of counsel) , all in each case in form form, content and substance scope reasonably satisfactory to the Administrative Agent. If at any time , if and to the extent necessary to cause (aA) the aggregate consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Loan Parties only) of the Loan Parties for the most recently ended period of four consecutive fiscal quarters of the Borrower to equal or exceed 95% of the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Borrower and its Domestic Subsidiaries only) of the Borrower and all its Domestic Subsidiaries for such period and (B) the consolidated total assets of all the Loan Parties as of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20last day of such period to equal or exceed 95% of the consolidated total assets of the Borrower and all its SubsidiariesDomestic Subsidiaries as of such date, or assuming in each case of clauses (A) and (B) that such Person became a Domestic Subsidiary as of the first day of such period. (b) Within forty-five (45) days following the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all delivery of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income Compliance Certificate for such periodany fiscal year end, the Borrower will, within 30 days after its senior management becomes aware (will cause one or reasonably should have become aware) of such event, cause more Non-Guarantor Subsidiaries to be executed execute and delivered deliver to the Administrative Agent a supplement counterpart of a Subsidiary Guaranty Joinder Agreement, documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, unless waived by the Administrative Agent, favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Guaranty (together with such other documentsAdministrative Agent, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so thatto cause (i) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Loan Parties only) of the Loan Parties for such fiscal year to equal or exceed 95% of the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Borrower and its Domestic Subsidiaries only) of the Borrower and all its Domestic Subsidiaries for such fiscal year and (ii) the consolidated total assets of the Loan Parties as of the last day of such fiscal year to equal or exceed 95% of the consolidated total assets of the Borrower and all its Domestic Subsidiaries as of such date (the requirements of clauses (i) and (ii) being referred to herein as the “Guarantor Requirement”). (c) If a Non-Guarantor Subsidiary executes and delivers a Subsidiary Guaranty Joinder Agreement after giving effect theretothe Closing Date (other than pursuant to subsection (a) or (b) above), concurrently with the delivery of such Subsidiary Guaranty Joinder Agreement, the threshold levels Borrower will cause such Non-Guarantor Subsidiary to deliver to the Administrative Agent documents of the types referred to in clauses (aiii) and (biv) above are not exceededof Section 4.01(a) and, unless waived by the Administrative Agent, favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiary Guarantors. (a) The Borrower shall execute or shall cause to be executed on the date any Company will (i) within thirty (30) days after a Person becomes a Material Domestic Subsidiary Subsidiary, notify the Administrative Agent of the Borrower such event and (other than an SPV ii) within forty-five (45) days after such Person becomes a Domestic Subsidiary, cause one or more Non-Guarantor Subsidiaries to execute and other than any Person that is already a Guarantor under the Guaranty), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate a counterpart of a Subsidiary Guaranty Joinder Agreement, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Non-Guarantor Subsidiaries as the Administrative Agent may require evidencing the identity, authority and other documentation capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents and such documents and certifications as the Administrative Agent may reasonably require to evidence that such Non-Guarantor Subsidiaries are duly organized or formed and validly existing and in good standing in their respective jurisdictions of organization (including collectively, the “Organizational Deliverables”), and, unless waived by the Administrative Agent, favorable opinions of counsel) , all in each case in form form, content and substance scope reasonably satisfactory to the Administrative Agent. If at any time , or alternatively to become a Designated Borrower in accordance with Section 2.17, in each case if and to the extent necessary to cause (aA) the aggregate consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Loan Parties only) of the Loan Parties for the most recently ended period of four consecutive fiscal quarters of the Company to equal or exceed 95% of the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Company and its Domestic Subsidiaries only) of the Company and all its Domestic Subsidiaries for such period and (B) the consolidated total assets of all the Loan Parties as of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20last day of such period to equal or exceed 95% of the consolidated total assets of the Borrower Company and all its SubsidiariesDomestic Subsidiaries as of such date, or assuming in each case of clauses (A) and (B) that such Person became a Domestic Subsidiary as of the first day of such period. (b) Within forty-five (45) days following the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all delivery of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income Compliance Certificate for such periodany fiscal year end, the Borrower will, within 30 days after its senior management becomes aware (Company will cause one or reasonably should have become aware) of such event, cause more Non-Guarantor Subsidiaries to be executed execute and delivered deliver to the Administrative Agent a supplement to counterpart of a Subsidiary Guaranty Joinder Agreement, the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) Organizational Deliverables with respect to additional Domestic such Non-Guarantor Subsidiaries and, unless waived by the Administrative Agent, favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent, or alternatively to become a Designated Borrower in accordance with Section 2.17, in each case to the extent necessary so thatto cause (i) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Loan Parties only) of the Loan Parties for such fiscal year to equal or exceed 95% of the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Company and its Domestic Subsidiaries only) of the Company and all its Domestic Subsidiaries for such fiscal year and (ii) the consolidated total assets of the Loan Parties as of the last day of such fiscal year to equal or exceed 95% of the consolidated total assets of the Company and all its Domestic Subsidiaries as of such date (the requirements of clauses (i) and (ii) being referred to herein as the “Guarantor Requirement”). (c) If a Non-Guarantor Subsidiary executes and delivers a Subsidiary Guaranty Joinder Agreement after giving effect thereto, the threshold levels in clauses Closing Date (other than pursuant to subsection (a) and or (b) above are not exceededabove), concurrently with the delivery of such Subsidiary Guaranty Joinder Agreement, the Company will cause such Non-Guarantor Subsidiary to deliver to the Administrative Agent the Organizational Deliverables with respect to such Non-Guarantor Subsidiary and, unless waived by the Administrative Agent, favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on (i) If at any time an Authorized ---------------------------------- Officer of Energizer has actual knowledge that the date any Person becomes a Material Domestic Subsidiary aggregate assets of the Borrower all of Energizer's domestic consolidated Subsidiaries (other than an SPV SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Assets of Energizer and its consolidated Subsidiaries (other than any Person that is already a Guarantor under the GuarantySPVs), a supplement as calculated by Energizer, Energizer shall cause such domestic consolidated Subsidiaries as are necessary to the Guaranty pursuant reduce such aggregate assets to which or below ten percent (10%) of such Material Domestic Subsidiary shall become a Guarantor, and shall Consolidated Assets to deliver or cause to be delivered to the Administrative Agent all executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions resolutions, opinions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower Agent in connection therewith, such Supplements and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause other documentation to be executed and delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which such aggregate assets exceed ten percent (10%) of such Consolidated Assets. (ii) If at any time any domestic Subsidiary of Energizer which is not a supplement Subsidiary Guarantor guaranties any Indebtedness of Energizer other than the Indebtedness hereunder or under the 5-Year Credit Agreement, Energizer shall cause such Subsidiary to deliver to the Guaranty (together with such other documentsAdministrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and information as other documentation in form and substance reasonably satisfactory to the Administrative Agent may require) with respect in connection therewith, such Supplement and other documentation to additional Domestic Subsidiaries be delivered to the extent necessary so that, after giving effect thereto, Administrative Agent concurrently with the threshold levels in clauses (a) and (b) above are not exceededdelivery of the guaranty of such other Indebtedness.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on the date any Person becomes a Material Domestic Subsidiary of the Borrower (other than an SPV and other than any Person that is already a Guarantor under the Guaranty), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so that, after giving effect thereto, the threshold levels in clauses (a) and (b) above are not exceeded.. 12660163v2

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on the date any Person becomes a Material Domestic Subsidiary of the Borrower (other than an SPV and other than any Person that is already a Guarantor under the GuarantySPV), the Guaranty (or a supplement to the Guaranty Guaranty) pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds twenty percent (20% %) of the consolidated total assets of the Borrower and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds twenty percent (20% %) of the Borrower’s Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so that, after giving effect thereto, the threshold levels in clauses (a) and (b) above are not exceeded.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed (a) Effective upon any Domestic Subsidiary which is not a Material Subsidiary on the date any Person becomes hereof (either because it is not a Domestic Subsidiary on the date hereof or because it does not on the date hereof meet the criteria for a Material Subsidiary) becoming a Material Subsidiary, the Borrower shall cause such Domestic Subsidiary of to, within ten (10) Business Days (or such longer period to which the Borrower (other than an SPV and other than any Person that is already a Guarantor under the GuarantyAdministrative Agent may agree), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, execute and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions for the benefit of counsel) in each case in form and substance reasonably satisfactory the Guaranteed Parties a joinder to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Subsidiary Guaranty exceeds 20% of the consolidated total assets of the Borrower and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with a legal opinion and such other documents, opinions related certificates and information corporate documents as the Administrative Agent may requirereasonably request. The Borrower shall promptly notify the Administrative Agent at any time at which any Domestic Subsidiary becomes a Material Subsidiary. (b) If at any time the then existing Material Subsidiaries (i) have assets with respect an aggregate book value equal to less than 85% of the aggregate book value of the assets of all Domestic Subsidiaries at such time or (ii) generated less than 85% of the total revenue of all Domestic Subsidiaries over the four fiscal quarter period most recently ended prior to such time, then the Borrower shall promptly designate in writing to the Administrative Agent one or more additional Domestic Subsidiaries as “Material Subsidiaries” and cause such additional Domestic Subsidiary or Domestic Subsidiaries, as applicable, to, within ten (10) Business Days (or such longer period to which the Administrative Agent may agree), execute and deliver to the extent necessary so thatAdministrative Agent for the benefit of the Guaranteed Parties a joinder to the Subsidiary Guaranty together with a legal opinion and such related certificates and corporate documents as the Administrative Agent may reasonably request such that the foregoing minimum asset and/or total revenue tests, after giving effect theretoto such designation, the threshold levels in clauses (a) and (b) above are not exceededwould have been satisfied.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on (i) If at any time an Authorized ---------------------------------- Officer of Energizer has actual knowledge that the date any Person becomes a Material Domestic Subsidiary aggregate assets of the Borrower all of Energizer's domestic consolidated Subsidiaries (other than an SPV SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Assets of Energizer and its consolidated Subsidiaries (other than any Person that is already a Guarantor under the GuarantySPVs), a supplement as calculated by Energizer, Energizer shall cause such domestic consolidated Subsidiaries as are necessary to the Guaranty pursuant reduce such aggregate assets to which or below ten percent (10%) of such Material Domestic Subsidiary shall become a Guarantor, and shall Consolidated Assets to deliver or cause to be delivered to the Administrative Agent all executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions resolutions, opinions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower Agent in connection therewith, such Supplements and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause other documentation to be executed and delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which such aggregate assets exceed ten percent (10%) of such Consolidated Assets. (ii) If at any time any domestic Subsidiary of Energizer which is not a supplement Subsidiary Guarantor guaranties any Indebtedness of Energizer other than the Indebtedness hereunder or under the 364-Day Agreement, Energizer shall cause such Subsidiary to deliver to the Guaranty (together with such other documentsAdministrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and information as other documentation in form and substance reasonably satisfactory to the Administrative Agent may require) with respect in connection therewith, such Supplement and other documentation to additional Domestic Subsidiaries be delivered to the extent necessary so that, after giving effect thereto, Administrative Agent concurrently with the threshold levels in clauses (a) and (b) above are not exceededdelivery of the guaranty of such other Indebtedness.

Additional Subsidiary Guarantors. The Borrower shall execute or shall To the extent necessary to cause to be executed on the date any Person becomes a Material Domestic Subsidiary of the Borrower (other than an SPV and other than any Person that is already a Guarantor under the Guaranty), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Non-Guarantor Subsidiaries only) of the Non-Guarantor Subsidiaries for the most recently ended period of four consecutive fiscal quarters of the Borrower not to exceed 30% of the Consolidated EBITDA of the Borrower and all its Subsidiaries for such period and (b) the consolidated total assets of all the Non-Guarantor Subsidiaries as of the Borrower’s Domestic Subsidiaries that are last day of the most recently ended period of four consecutive fiscal quarters not Guarantors under the Guaranty exceeds 20to exceed 40% of the consolidated total assets of the Borrower and all its SubsidiariesSubsidiaries as of such date, or (b) concurrently with the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all delivery of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income Compliance Certificate for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such eventperiod pursuant to Section 6.02(a), cause one or more Non-Guarantor Subsidiaries to be executed (a) become a Subsidiary Guarantor by executing and delivered delivering to the Administrative Agent a supplement to the counterpart of a Subsidiary Guaranty (together with Joinder Agreement or such other documents, opinions and information document as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so thatshall deem appropriate for such purpose, after giving effect thereto, the threshold levels in clauses (a) and (b) above are deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Subsidiary (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; provided that the Borrower shall not exceededcause any Foreign Subsidiary to become a Subsidiary Guarantor pursuant to this Section 6.12 unless and until all Domestic Subsidiaries have become Subsidiary Guarantors.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on (i) If at any time an Authorized ----------------------------------- Officer of Energizer has actual knowledge that the date any Person becomes a Material Domestic Subsidiary aggregate assets of the Borrower all of Energizer's domestic consolidated Subsidiaries (other than an SPV SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Assets of Energizer and its consolidated Subsidiaries (other than any Person that is already a Guarantor under the GuarantySPVs), a supplement as calculated by Energizer, Energizer shall cause such domestic consolidated Subsidiaries as are necessary to the Guaranty pursuant reduce such aggregate assets to which or below ten percent (10%) of such Material Domestic Subsidiary shall become a Guarantor, and shall Consolidated Assets to deliver or cause to be delivered to the Administrative Agent all executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions resolutions, opinions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower Agent in connection therewith, such Supplements and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause other documentation to be executed and delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which such aggregate assets exceed ten percent (10%) of such Consolidated Assets. (ii) If at any time any domestic Subsidiary of Energizer which is not a supplement Subsidiary Guarantor guaranties any Indebtedness of Energizer other than the Indebtedness hereunder or under the 364-Day Agreement, Energizer shall cause such Subsidiary to deliver to the Guaranty (together with such other documentsAdministrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and information as other documentation in form and substance reasonably satisfactory to the Administrative Agent may require) with respect in connection therewith, such Supplement and other documentation to additional Domestic Subsidiaries be delivered to the extent necessary so that, after giving effect thereto, Administrative Agent concurrently with the threshold levels in clauses (a) and (b) above are not exceededdelivery of the guaranty of such other Indebtedness.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on the date any Person becomes a Material Domestic Subsidiary of the Borrower (other than an SPV and other than any Person that is already a Guarantor under the GuarantySPV), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s 's Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds twenty percent (20% %) of the consolidated total assets of the Borrower and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s 's Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds twenty percent (20% %) of the Borrower’s 's Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so that, after giving effect thereto, the threshold levels in clauses (a) and (b) above are not exceeded.

Additional Subsidiary Guarantors. The Borrower shall execute or shall To the extent necessary to cause to be executed (x) the consolidated EBITDA (measured on the date any Person becomes a Material Domestic Subsidiary same basis as “Consolidated EBITDA” provided herein, but for the Non-Guarantor Subsidiaries only) of the Non-Guarantor Subsidiaries for the most recently ended period of four consecutive fiscal quarters of the Borrower not to exceed 30% of the Consolidated EBITDA of the Borrower and all its Subsidiaries for such period and (other than an SPV and other than any Person that is already a Guarantor under the Guaranty), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (ay) the aggregate consolidated total assets of all the Non-Guarantor Subsidiaries as of the Borrower’s Domestic Subsidiaries that are last day of the most recently ended period of four consecutive fiscal quarters not Guarantors under the Guaranty exceeds 20to exceed 40% of the consolidated total assets of the Borrower and all its SubsidiariesSubsidiaries as of such date, or (b) concurrently with the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all delivery of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income Compliance Certificate for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such eventperiod pursuant to Section 6.02(a), cause one or more Non-Guarantor Subsidiaries to be executed (a) become a Subsidiary Guarantor by executing and delivered delivering to the Administrative Agent a supplement to the counterpart of a Subsidiary Guaranty (together with Joinder Agreement or such other documents, opinions and information document as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so thatshall deem appropriate for such purpose, after giving effect thereto, the threshold levels in clauses (a) and (b) above are deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Subsidiary (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; provided that the Borrower shall not exceededcause any Foreign Subsidiary to become a Subsidiary Guarantor pursuant to this Section 6.12 unless and until all Domestic Subsidiaries have become Subsidiary Guarantors. If a Non-Guarantor Subsidiary becomes a Subsidiary Guarantor other than pursuant to the foregoing sentence, concurrently with the delivery of the documentation referenced in the foregoing sentence, the Borrower will cause such Non-Guarantor Subsidiary to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of such documentation), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on the date (i) If at any Person becomes a Material Domestic Subsidiary time an Authorized ---------------------------------- Officer of the Borrower has actual knowledge that the aggregate assets of all of the Borrower's domestic consolidated Subsidiaries (other than an SPV SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Assets of the Borrower and its consolidated Subsidiaries (other than any Person that is already a Guarantor under the GuarantySPVs), a supplement as calculated by the Borrower, the Borrower shall cause such domestic consolidated Subsidiaries as are necessary to the Guaranty pursuant reduce such aggregate assets to which or below ten percent (10%) of such Material Domestic Subsidiary shall become a Guarantor, and shall Consolidated Assets to deliver or cause to be delivered to the Administrative Agent all executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions resolutions, opinions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower Agent in connection therewith, such Supplements and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause other documentation to be executed and delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which such aggregate assets exceed ten percent (10%) of such Consolidated Assets. (ii) If at any time any domestic Subsidiary of the Borrower which is not a supplement Subsidiary Guarantor guaranties any Indebtedness of the Borrower other than the Indebtedness hereunder, the Borrower shall cause such Subsidiary to deliver to the Guaranty (together with such other documentsAdministrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and information as other documentation in form and substance reasonably satisfactory to the Administrative Agent may require) with respect in connection therewith, such Supplement and other documentation to additional Domestic Subsidiaries be delivered to the extent necessary so that, after giving effect thereto, Administrative Agent concurrently with the threshold levels in clauses (a) and (b) above are not exceededdelivery of the guaranty of such other Indebtedness.

Additional Subsidiary Guarantors. The Borrower Company shall execute or shall cause to be executed on the date any Person becomes a Material Domestic Subsidiary of the Borrower Company (other than an SPV and other than any Person that is already or a Guarantor under the GuarantySubsidiary Borrower), the Guaranty (or a supplement to the Guaranty Guaranty) pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Company's Domestic Subsidiaries that are not Subsidiary Borrowers or Guarantors under the Guaranty exceeds twenty percent (20% %) of the consolidated total assets of the Borrower Company and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Company's Domestic Subsidiaries that are not Subsidiary Borrowers or Guarantors under the Guaranty exceeds twenty percent (20% %) of the Borrower’s Company's Consolidated Adjusted Net Income for such period, the Borrower Company will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so that, after giving effect thereto, the threshold levels in clauses (a) and (b) above are not exceeded.