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 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 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 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) as of such eventdate, 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 assuming in each case of clauses (aA) and (bB) above are not exceededthat such Person became a Domestic Subsidiary as of the first day of such period.

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 exceeded.delivery of the guaranty of such other Indebtedness. 7.3

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.

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 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 (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 exceeded.delivery of the guaranty of such other Indebtedness. 7.3

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 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 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.