Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Structured Subsidiary shall no longer constitute an a “Excluded AssetStructured Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1i) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof, (2ii) any Excluded Asset or Immaterial Subsidiary that is a Domestic Structured Subsidiary shall no longer constitute an a “Excluded AssetStructured Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (iii) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Original Effective Date (as set forth in the Existing Credit Agreement) or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof, (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded AssetSubsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (or the defined terms therein) (including, for the avoidance of doubt, if a Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party), in which case such Person Subsidiary shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)5.08, the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a Subsidiary or such Excluded Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Excluded Subsidiary, such new Domestic Subsidiary as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “Excluded Assetnew” Subsidiary for purposes of this Section 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “Immaterial SBIC Subsidiary”, as applicable, ” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof, (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Structured Subsidiary shall no longer constitute an a “Excluded AssetStructured Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Structured Subsidiary shall no longer constitute an a “Excluded AssetStructured Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, (x) promptly provide notice to the Administrative Agent together with an updated Schedule 3.12(a) and (y) on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1i) any Obligor shall form or acquire any new Domestic Subsidiary (Each Material Subsidiary, other than an Excluded Asset the Specified Subsidiaries, shall become a Guarantor on the Effective Date, and shall remain a Guarantor until the earlier of the Investment Grade Rating Date or Immaterial date on which it is no longer a Material Subsidiary and is released pursuant to clause (e) below, subject to re-instatement as a Guarantor by operation of clause (ii) below. Following the Effective Date and at all times prior to the Investment Grade Rating Date, not later than the applicable Required Delivery Date, the Borrower shall cause any Person that is or becomes a Material Subsidiary) or (2) any Excluded Asset or Immaterial , and each Specified Subsidiary that is a Domestic Material Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)the Required Delivery Date, the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by to deliver to the Administrative Agent: (A) an Accession Agreement executed by such Subsidiary and (B) the other items required to be delivered under the following such Person becoming subsection (d), to the extent not previously delivered. Additionally, promptly (and in any event not later than the applicable Required Delivery Date) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from being a new Domestic Subsidiary, such new Domestic Material Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon on the Effective Date or delivering an Accession Agreement pursuant to this Section, as the Administrative Agent case may be, such Subsidiary shall have reasonably requested. For comply with the avoidance provisions of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to this subsection (b) and become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary)additional Guarantor.

Subsidiary Guarantors. In the event that (1) The Borrower may elect for any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary, a Foreign Subsidiary or Immaterial a Subsidiary of a Foreign Subsidiary) or to become a Subsidiary Guarantor at any time and, in the event that any Subsidiary (2) any Excluded Asset or other than a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary that or a Subsidiary of a Foreign Subsidiary) guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Material Indebtedness for which an Obligor is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” borrower or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date)guarantor, the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed by the Administrative Agent) following cause such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed waived by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Structured Subsidiary shall no longer constitute an a “Excluded AssetStructured Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary 109 for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, (ix) promptly provide notice to the Administrative Agent together with an updated Schedule 3.12(a) and (iiy) on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a CFC, an Excluded Asset Immaterial Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC, an Immaterial Subsidiary or a Transparent Subsidiary) or ); (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Structured Subsidiary shall no longer constitute an a “Excluded AssetStructured Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date5.08), the Borrower will cause, within thirty ; (303) days (or such any SBIC Subsidiary shall no longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, constitute an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower SBIC Subsidiary” pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) definition thereof (at in which point case such Person shall be deemed to be a “new” Subsidiary Guarantor and for purposes of this Section 5.08); (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be an Excluded Asset or an Immaterial deemed to be a “new” Subsidiary for purposes of this Section 5.08); (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary).” pursuant to the definition

Subsidiary Guarantors. In the event that (1i) the Borrower or any Obligor Subsidiary Guarantor shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a Foreign Subsidiary, an Excluded Asset Immaterial Subsidiary or Immaterial a Subsidiary of a Foreign Subsidiary) or (2ii) any Excluded Asset Financing Subsidiary, Foreign Subsidiary or Immaterial Subsidiary that is of a Domestic Foreign Subsidiary shall no longer constitute an a “Excluded AssetFinancing Subsidiary”, “Foreign Subsidiary” or “Immaterial Subsidiary of a Foreign Subsidiary”, as a applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days thereof (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset SBIC Subsidiary), or Immaterial any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than an SBIC Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic SBIC Subsidiary shall no longer constitute an a “Excluded AssetSBIC Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such SBIC Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former SBIC Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For The Borrower acknowledges that the avoidance of doubt, Administrative Agent and the Borrower may elect Lenders have agreed to cause any of its Excluded Assets or Immaterial Subsidiaries to become exclude each SBIC Subsidiary as an Obligor by causing only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to become a Subsidiary Guarantor the definition thereof, and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point thereafter such Person shall be a Subsidiary Guarantor and shall no longer be constitute an Excluded Asset “SBIC Subsidiary” for any purpose of this Agreement or an Immaterial Subsidiary)any other Loan Document.

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Structured Subsidiary shall no longer constitute an a “Excluded AssetStructured Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, (i) promptly provide notice to the Administrative Agent together with an updated Schedule 3.12(a) and (ii) on or before thirty (30) days (or such longer period as shall may be reasonably agreed to by the Administrative AgentAgent in its sole discretion) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed if reasonably requested by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. (i) In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) or ” within the meaning of the definition thereof (other than a Financing Subsidiary), (2) any Excluded Asset Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), or Immaterial Subsidiary that is a Domestic (3) any SBIC Subsidiary shall no longer constitute an “Excluded AssetSBIC Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).111

Subsidiary Guarantors. In the event that (1) the Borrower or any Obligor of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset a Financing Subsidiary), or Immaterial that any other Person shall become a “Subsidiary) ” within the meaning of the definition thereof (other than a Financing Subsidiary); or (22(2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Structured Subsidiary shall no longer constitute an a “Excluded AssetStructured Subsidiary” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as 5.08); or (3) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of such datethis Section 5.08), the Borrower will causewill, within in each case, on or before thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic SubsidiarySubsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Domestic Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).

Subsidiary Guarantors. In the event that (1i) the Borrower or any Obligor the Subsidiary Guarantors shall form or acquire any new Domestic Subsidiary (other than a Financing Subsidiary, a Foreign Subsidiary, an Excluded Asset Immaterial Subsidiary or Immaterial a Subsidiary of a Foreign Subsidiary) or (2ii) any Excluded Asset or Financing Subsidiary, Foreign Subsidiary, Immaterial Subsidiary that is or Subsidiary of a Domestic Foreign Subsidiary shall no not longer constitute an a “Excluded AssetFinancing Subsidiary”, “Foreign Subsidiary”, “Immaterial Subsidiary” or “Immaterial Subsidiary of a Foreign Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed waived by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).102 Revolving Credit Agreement