Common use of Additional Guarantors Clause in Contracts

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of their providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Domestic Subsidiaries Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Combination Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Combination Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Combination Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any other Domestic Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor pursuant and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the definition extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of Material Domestic a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), whether newly formednor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, after acquired directors or otherwise existing (including upon except in the formation case of any Material Domestic a Restricted Subsidiary that is a Division Successorpartnership) to promptly (and in any event within 45 days after (as applicable) (i) shareholders of such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Restricted Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Restricted Subsidiary that is a Division Successorpartnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a thirdout-party consent of-pocket expenses and other than reasonable expenses incurred in connection with the execution and delivery any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of a Joinder Agreementthis Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (ii2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the execution and delivery Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of a Joinder Agreement would be prohibited by a provision any Indebtedness of such Domestic Subsidiary’s articles of incorporationRestricted Subsidiary existing on the Combination Date that is not prepayable without a prepayment premium (in each case, bylaws, operating agreement other than Indebtedness Incurred to provide all or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as any portion of the end funds utilized to consummate the transaction or series of related transactions pursuant to which such fiscal yearPerson became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (ch) In connection with Notwithstanding anything to the foregoing Sections 5.10(a) and (b)contrary, the Credit Parties shall deliver Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Administrative Agent, with respect Trustee a supplemental indenture in the form attached to each new Guarantor to the extent applicable, substantially the same documentation required this Indenture pursuant to Sections 4.1(b) – (d) and which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other documents or agreements as the Administrative Agent may reasonably requestIndebtedness.

Additional Guarantors. (a) The Credit Parties will cause each If, after the Effective Date, (i) any additional Subsidiary organized under the laws of their Material Domestic Subsidiaries the United States or any State or other political subdivision thereof is formed or acquired, which new domestic Subsidiary shall at any time either (and any other Domestic Subsidiary that is x) have total assets with a fair market value of $5,000,000 or more, or (y) be required to become a Guarantor pursuant to the definition of Material Domestic SubsidiaryCollateral Grantor Subsidiary as set forth below in this paragraph (a), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered any Subsidiary (now existing or hereafter formed or acquired, and irrespective of the amount of its total assets) shall become indebted in an aggregate principal amount of $5,000,000 or more on account of Intercompany Debt, the Domestic Borrower will (A) so notify the Administrative Agent, and (B) cause each such Subsidiary to become a "Guarantor" under the Guaranty of Payment, jointly and severally with all the other Guarantors, by joining in this Agreement and the Guaranty of Payment pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary documentation reasonably satisfactory to the Administrative Agent, within 10 Business Days (or, 1) in the case of clause (i), after such Subsidiary first achieves such $5,000,000 total asset value or shall first be required to become a Collateral Grantor Subsidiary as applicable; or (2) or in the case of clause (ii), after such longer period of time as agreed to by Intercompany Debt has reached the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), said $5,000,000 threshold or such requirement to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time guarantor has taken effect, as agreed to by the Administrative Agent in its reasonable discretion)applicable; provided, however, that no Domestic the Uruguayan Subsidiary known as Tainol, S.A. shall not be required to become a Guarantor pursuant to this Section 5.10(bforegoing clause (ii) unless the aggregate principal amount of its Intercompany Debt shall exceed $12,500,000. In addition, if such Domestic any Subsidiary of the type described in clause (i) would above (including subclause (x) thereof) shall be required to obtain a third-party consent (or would, in connection with the execution and delivery good faith judgment of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, ordinarily be) included within the Domestic Borrower's telephone directory segment, computer systems segment or telecommunications services segment, but is not then a Collateral Grantor Subsidiary, the Domestic Borrower shall simultaneously with respect such Subsidiary's becoming a "Guarantor" hereunder, cause such Subsidiary to each new Guarantor to become a Collateral Grantor Subsidiary by joining in the extent applicable, substantially the same documentation required Subsidiary Security Agreement pursuant to Sections 4.1(b) – (d) and such other documents or agreements as documentation satisfactory to the Administrative Agent may reasonably requestin its reasonable discretion.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries Promptly (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)and, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event event, within 45 days 30 days) after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic any Person becomes an Eligible Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to approved by the Administrative Agent in its reasonable discretionAgent), cause such Person to (i) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and (ii) deliver to the Administrative Agent documents of a Joinder Agreementthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions 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 (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Credit Parties will cause each In the event that Non-Eligible Subsidiaries at any time have, in the aggregate, (i) total revenues constituting 10% or more of their Domestic the total revenues of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed period of four consecutive fiscal quarters for which the Borrower has delivered financial statements pursuant to Section 6.01 or (including upon ii) total assets constituting 10% or more of the formation total assets of any Domestic Subsidiary that is the Borrower and its Subsidiaries on a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder consolidated basis as of the end of the most recently completed period of four consecutive fiscal quarters for which the Borrower has delivered financial statements pursuant to Section 6.01, promptly (and, in any fiscal year (beginning with the fiscal year ending December 31event, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) 30 days after the end of such fiscal year (time or such longer period of time as agreed to approved by the Administrative Agent Agent) cause one or more of such Non-Eligible Subsidiaries to become Guarantors in its reasonable discretionthe manner set forth in Section 6.12(a); provided, howeversuch that, after such Subsidiaries become Guarantors, Non-Eligible Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above; provided that no Subsidiary that is not a Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) doing so would be required to obtain result in adverse tax consequences for the Borrower and its Subsidiaries, taken as a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearwhole. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries If, from time to time, any Person qualifies as a Subsidiary Guarantor, the Borrower shall (and any other i) if such Person is a Domestic Subsidiary that is required to become of a Guarantor pursuant to the definition of Material Domestic Subsidiary)Loan Party, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) cause such Person to promptly (and in any event within 45 fifteen (15) days after (from the date any such Person meets the requirements for becoming a Guarantor as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to set forth in this Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)6.12) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iv), (v) and (xi) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a Joinder Agreementfair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (b) The Credit Parties will cause each Notwithstanding any other provisions of their Domestic Subsidiaries (including upon this Agreement to the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), contrary to the extent not already a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder as of the end of any fiscal year (beginning in accordance with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary following: (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties Borrower shall deliver to the Administrative Agent, with respect to each new Guarantor not less than ten (10) days and not more than forty-five (45) days prior to the extent applicableanticipated or intended release of a Subsidiary Guarantor hereunder, substantially a written request for release of the same documentation required pursuant to Sections 4.1(bapplicable Subsidiary Guarantor; and (ii) – (d) and such other documents or agreements as the Administrative Agent may reasonably requestshall have reviewed and approved (in writing) the request for release delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in subsection (b)(ii); provided, however, no such release of a Guarantor hereunder shall become effective until such Subsidiary Guarantor no longer meets the requirements of the definition of a Subsidiary Guarantor. Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder. REIT Status. Take all action necessary to maintain the Parent’s status as a REIT.

Additional Guarantors. (a) The Credit Parties will With respect to any Material Air Carrier Subsidiary (whether in existence on the date hereof or created or acquired after the date hereof, and other than any Initial Guarantor), the Parent shall cause each of their such Material Domestic Subsidiaries Air Carrier Subsidiary to promptly execute and deliver to the Beneficiaries a joinder and guaranty supplement to this Guarantee in the form attached hereto as Exhibit A (the “Joinder Supplement”), and any other Domestic thereupon such Subsidiary that is required to shall become a Guarantor pursuant to “Guarantor” for all purposes of the definition Operative Agreements. As used herein, “Material Air Carrier Subsidiary” means any Subsidiary of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary Parent that is a Division Successor) to promptly (and in any event within 45 days after U.S. Air Carrier (as applicabledefined in the Indenture) (each, a “Part 135 Subsidiary”) and at the time of determination (i) had assets which, as of the date of the Parent’s most recent quarterly consolidated balance sheet, constituted at least 10% of the Parent’s total assets on a consolidated basis as of such Material Domestic Subsidiary is formed or acquired date or (ii) financial statements had revenues for the 12 month period ending on the date of the Parent’s most recent quarterly consolidated statement of income which constituted at least 10% of the Parent’s total revenues on a consolidated basis for such period; provided, that neither (y) the assets of all Part 135 Subsidiaries that are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a not Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Air Carrier Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end date of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become Parent’s most recent quarterly consolidated balance sheet shall exceed 10% of the Parent’s total assets on a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end consolidated basis as of such fiscal year date nor (or such longer z) revenues of all the Part 135 Subsidiaries that are not Material Air Carrier Subsidiaries for the 12 month period of time as agreed to by ending on the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as date of the end Parent’s most recent quarterly consolidated statement of income shall exceed 10% of the Parent’s total revenues on a consolidated basis for such fiscal year. period, in which case of clauses (c) In connection with the foregoing Sections 5.10(ay) and (bz), the Credit Parties Parent shall cause one or more such Part 135 Subsidiaries to promptly execute and deliver to the Administrative AgentBeneficiaries one or more Joinder Supplements such that following such joinders, the conditions in clauses (y) and (z) no longer apply with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such all other documents or agreements as the Administrative Agent may reasonably requestPart 135 Subsidiaries that are not then Guarantors.

Additional Guarantors. (a) The Credit Parties Parent and the Company will cause each of their Material Domestic its Subsidiaries (other than the Company) that guarantees or otherwise becomes liable at any time, whether as a borrower, co-borrower, additional guarantor or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into a joinder agreement to the Guaranty Agreement in substantially the form attached as Exhibit A to the Guaranty Agreement (a “Joinder Agreement”) providing for the Guarantee by such Subsidiary, on a joint and any several basis with all other Domestic Subsidiary that is required to become a Guarantor such Guarantors, of (A) the prompt payment in full when due of all amounts payable by the Company pursuant to the definition Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (B) the prompt, full and faithful performance, observance and discharge by the Company of Material Domestic Subsidiary)each and every covenant, whether newly formedagreement, after acquired undertaking and provision required pursuant to the Notes or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) this Agreement to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed be performed, observed or acquired or discharged by it; and (ii) financial statements are delivered pursuant deliver the following to Section 5.1 which demonstrate that each Purchaser (until the Closing) and each holder of a Domestic Note: (A) an executed counterpart of such Joinder Agreement; (B) a certificate signed by an authorized responsible officer of such Subsidiary has become a Material Domestic containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.10, 5.15 and 5.16 of this Agreement (or, in but with respect to such Subsidiary and such Joinder Agreement rather than the case of Parent or the Company); (iC) or (ii), such longer period of time all documents as agreed to may be reasonably requested by the Administrative Agent Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Joinder Agreement and the performance by such Subsidiary of its obligations thereunder; and (D) to the extent requested by the Required Holders, an opinion of counsel covering the matters set forth in its reasonable discretion)items 1 through 6, inclusive, of Schedule 4.4(a) become a Guarantor hereunder by way of execution of a with respect to such Subsidiary and such Joinder Agreement and the Guaranty Agreement. (b) The At the election of the Company and by written notice to each Purchaser (until the Closing) and each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the Purchasers (until the Closing) or the holders of Notes, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Parties Facility, then such Subsidiary Guarantor has been released and discharged (or will cause each be released and discharged concurrently with the release of their Domestic Subsidiaries such Subsidiary Guarantor under the Guaranty Agreement) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing (including upon as a result of the formation of any Domestic Subsidiary that is a Division Successor) (other than PMGfailure to satisfy the Minimum Property Condition), (iii) no amount is then due and payable under the Guaranty Agreement, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the extent not already a matters set forth in clauses (i) through (iv), provided further that if such Subsidiary Guarantor hereunder as of the end of any fiscal year (beginning has been, or concurrently with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end release of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b9.7(b) if such Domestic Subsidiary will be, released from its obligations under the Loan Documents (ias defined in the Bank Credit Agreement) would be required to obtain a third-party consent in connection with the execution Investment Grade Release, then the certificate referenced in clause (v) above shall attach thereto true and delivery correct copies of a Joinder each notice and certificate delivered to the Administrative Agent (as defined in the Bank Credit Agreement, (ii) in connection with the execution and delivery of a Joinder Agreement would be prohibited by a provision release of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iiiSubsidiary Guarantor from its obligations under such Loan Documents pursuant to Section 10.19(a) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearBank Credit Agreement. (c) In connection with If at any time the foregoing Sections 5.10(a) Parent desires to become a Guarantor, it shall execute and (b), the Credit Parties shall deliver to the Administrative Agent, Purchasers (until the Closing) and the holders of Notes a Joinder Agreement to the Guaranty Agreement in form and substance reasonably satisfactory to the Required Holders; (b) deliver to the Purchasers (until the Closing) and the holders of Notes a certificate covering the matters set forth in Section 4.3 with respect to each new Guarantor the Parent; and (c) deliver to the extent applicable, substantially Purchasers (until the same documentation required pursuant to Sections 4.1(b) – (dClosing) and the holders of Notes a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Required Holders), addressed to each Purchaser (until the Closing) and each holder of Notes, as to such other documents or agreements matters concerning the Parent and the Joinder Agreement and the Guaranty Agreement as the Administrative Agent Required Holders may reasonably request. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Purchasers (until the Closing) or the holders of the Notes with respect to any Proposed Unencumbered Property Subsidiary is not reasonably satisfactory to the Required Holders, such Person shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased by such Subsidiary shall be included as an Unencumbered Eligible Property, as applicable, without the prior written consent of the Required Holders.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and If any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become Person becomes a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b)Closing Date, the Credit Parties Borrower shall deliver to the Administrative AgentAgent each of the following items, with respect to each new Guarantor in form and substance satisfactory to the extent applicable, substantially Administrative Agent: (i) a Guaranty executed by such Material Subsidiary and (ii) the same documentation required pursuant to items that would have been delivered under Sections 4.1(b) – and (dc) if such Material Subsidiary had been a Subsidiary Guarantor on the Closing Date. Delivery of the foregoing items shall be made by the Borrower (x) in the case of any Subsidiary that has become a Material Subsidiary pursuant to the ownership of an Unencumbered Asset, any acquisition or formation, or as a result of such Subsidiary ceasing to have the characteristics of an Excluded Subsidiary (as provided in the definition of such term), within ten (10) days after such ownership, acquisition, formation, or cessation, as the case may be, and such other documents or agreements as (y) in the case of any existing Subsidiary obtaining the minimum Total Asset Value for a Material Subsidiary during any fiscal quarter, at the time that the compliance certificate called for by Section 5.1(c) is required to be delivered to the Administrative Agent may reasonably requestin respect of such fiscal quarter. Additionally, in the event that any Subsidiary of the Borrower or the Company, whether presently existing or hereafter formed or acquired, which is not a Guarantor at such time, shall after the date hereof become a guarantor under any existing or future Unsecured Indebtedness of the Borrower or any Guarantor, then the Borrower shall cause such Subsidiary to execute and deliver the items described in this Section 5.13.

Additional Guarantors. (a) The Credit Parties will cause Cause each of their Material Domestic Subsidiaries (Wholly-Owned Subsidiary which has not previously executed and any other Domestic Subsidiary that is required to become a Guarantor pursuant delivered to the definition Administrative Agent a Guaranty and other related Collateral Documents to execute and deliver to the Administrative Agent for the benefit of Material Domestic Subsidiary)the Secured Parties promptly, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (10 Business Days following such Subsidiary’s becoming a Subsidiary, a Guaranty and, as applicable, such Collateral Documents, together with a resolution of its board of directors or other similar governing body authorizing such Guaranty and Collateral Documents; provided, that such Person shall not be required to grant a Mortgage with respect to any Real Property to the extent the fair market value of the Real Estate of such Person does not exceed $25,000,000. Notwithstanding anything to the contrary and for the avoidance of doubt, (a) (i) such Material Domestic any Subsidiary is formed or acquired or (ii) financial statements are delivered designated as an Unrestricted Subsidiary pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or6.14 hereto shall not be subject to the requirements of this Section 6.13, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic no Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days acquired after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary Closing Date shall be required to become a Guarantor pursuant to this Section 5.10(b) furnish any such Guaranties or Collateral Documents if such Domestic Subsidiary (i) would be required to obtain is a third-party consent in connection with Foreign Subsidiary or any Subsidiary that owns 65% or more of the execution and delivery stock of a Joinder AgreementCFC so long as such entity has no assets other than the stock of CFCs, (ii) obligations, indebtedness or receivables of or attributable to such CFCs and de minimis assets, if and to the execution and delivery of extent that such actions would create or result in a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporationDeemed Dividend Problem, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties any Subsidiary that is subject to any contractual or legal restrictions under applicable law which at such time would be contravened by its becoming a Loan Party shall deliver not be subject to the Administrative Agentrequirements of this Section 6.13, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – or (d) and such other documents or agreements as any assets if, in the reasonable judgment of the Administrative Agent may reasonably requestevidenced in writing, determined in consultation with the Borrowers, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained therefrom by the Secured Parties under the Loan Documents shall not be subject to the requirements of this Section 6.13.

Additional Guarantors. Notify Agent at the time that any Person becomes a Wholly-Owned Restricted Subsidiary of Playboy; and promptly thereafter, cause each such Person that (i) at the time such notice is given (A) owns at least 10% of the book value of the combined assets of all of the Wholly-Owned Restricted Subsidiaries of Playboy (calculated as of the most recent month end for which financial statements are available) or (B) is otherwise requested by Agent or (ii) at the time such notice is given earns at least 10% of the combined earnings of all of the Wholly-Owned Restricted Subsidiaries of Playboy during any 12 month period (calculated as of the most recent month end for which financial statements are available) or (C) is otherwise requested by Agent, (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required than a Foreign Subsidiary, to become a Guarantor pursuant by executing and delivering to Agent a Loan Guaranty or Loan Guaranty joinder in a form reasonably acceptable to Agent, (b) other than a Foreign Subsidiary, to deliver to Agent documents reasonably necessary to grant to Agent (and permit Agent to perfect) a Lien on the personal property of such Person to the definition extent permitted herein, (c) to cause the appropriate Person to deliver to Agent a Pledge Agreement granting to Agent a Lien on the Equity Interests of Material Domestic Subsidiarysuch Person (excluding China and Gibraltar, unless otherwise agreed by Agent and Borrower) and (d) to deliver to Agent documents of the types referred to in clause (iv) of Section 4.01(a) and favorable opinions of counsel (including in-house counsel) to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (a), whether newly formed(b) and (c)), after acquired or otherwise existing as applicable, all in form, content and scope reasonably satisfactory to Agent; provided, that compliance with clauses (including upon the formation b), (c) and (d) of this Section 6.10 shall not be required with respect to any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 Person until 60 days after request therefor by Agent (as applicablewhich request may be made by Agent in its sole discretion); provided further that, if any Person becomes a Wholly-Owned Restricted Subsidiary of Playboy after the Sixth Amendment Closing Date (other than Foreign Subsidiaries) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, but does not meet the thresholds set forth in the case of clauses (i) or (ii)) above at the time the Borrower gives the Agent notification thereof, but subsequently such longer period of time as agreed to by Person meets the Administrative Agent thresholds set forth in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary clause (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, or (ii) above, or the execution and delivery Agent otherwise requests, the Agent may request the Borrower thereafter to cause the requirements of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporationclauses (a), bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), (c) and (d) above to be met with respect to such Person within 60 days of any request therefor by the Credit Parties Agent and the Borrower shall cause such requirements to be satisfied in accordance with such request. The Borrower shall deliver to the Administrative Agent, concurrently with the delivery of the financial statements referred to in Section 6.01(a) and the Compliance Certificate delivered with respect thereto, with respect to each new Guarantor to Person that becomes a Wholly-Owned Restricted Subsidiary of Playboy (other than a Foreign Subsidiary) after the extent applicableSixth Amendment Closing Date, substantially a calculation of (i) the same documentation required pursuant to Sections 4.1(b) – book value of the assets of such Wholly-Owned Restricted Subsidiary as a percentage of the book value of the combined assets of all of the Wholly-Owned Restricted Subsidiaries of Playboy (dcalculated as of the most recent month end for which financial statements are available) and (ii) the percentage of the earnings of such other documents or agreements Wholly-Owned Restricted Subsidiary as a percentage of the Administrative Agent may reasonably requestcombined earnings of all of the Wholly-Owned Restricted Subsidiaries of Playboy (calculated for the most recently ended 12 month period for which financial statements are available)." (m) Section 7.01(ee) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Additional Guarantors. Notify the Administrative Agent (axi) The Credit Parties will cause each atof the time that any Person becomes acreation or acquisition of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formedor (yii) in the case of Glyphics Media Inc., after acquired a New York corporation, at the time such Subsidiary first has more than $20,000,000 in assets, and in either case (xi) or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successoryii) to promptly thereafter (and in any event within 45 days after thirty (as applicable30) days), cause such Person to (iaA) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Guarantor by executing and delivering to the Administrative Agent a duly executed Joinder Agreement, and (b or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) grant a security interest in all Collateral owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Collateral Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Collateral Document, (orC) deliver to the Administrative Agent such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon request of the Administrative Agent,, instruments, and agreements, including a favorable opinionsopinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Joinder Agreement), allin each case, in form, content and scope reasonably satisfactory to the case Administrative Agent and take such other actions as may be reasonably requested by the Administrative Agent, (D) deliver to the Administrative Agent such original capital stock or other certificates and stock or other transfer powers evidencing the capital stock of such Person, and (E) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person. Notwithstanding the foregoing, the Borrower shall be under no obligation under this Section 6.12 in respect of (i) Imation Data Storage LLC, a Delaware corporation, provided and so long as such Person holds no material assets other than a 1% direct or indirect equity interest in Imation Data Storage Holdings CV, or (ii)ii)6.13 in respect of Imation Online Service Corp., a New York corporation, provided and so long as such longer period Person does not have assets in excess of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement$100,000, and conducts no business activities. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. Each Loan Party shall give notice to the Administrative Agent within ten (a10) The Credit Parties will days after creating a Subsidiary, or acquiring the equity interests of any other Person and cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)Subsidiaries, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) existing, to promptly (and in any event within 45 thirty (30) days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable sole discretion); provided, however, that no Domestic Subsidiary shall be required to ) become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the hereunder by way of execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision and delivery to the Administrative Agent of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of in the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(aforms described in Section 7.1.1(ii) and (biv), the Credit Parties shall deliver such other documents necessary to grant and perfect Liens to the Administrative AgentAgent for the benefit of the Secured Parties in the equity interests of, with respect to each new Guarantor to the extent applicableand Collateral held by, substantially the same documentation required pursuant to Sections 4.1(b) – (d) such Subsidiary and such other documents or agreements as the Administrative Agent may reasonably request. The Obligations shall be secured by, among other things, a first priority Lien in favor of the Administrative Agent in the assets of such new Guarantor of the type constituting Collateral granted by other Loan Parties at such time, and a pledge of the equity interests in such new Guarantor to the extent required to be pledged pursuant to Section 8.1.8 [Pledged Assets], in each case, subject only to Permitted Liens. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions specified in this Section 8.1.9 [Additional Guarantors], until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.1.8 [Pledged Assets] and 8.1.9 [Additional Guarantors], in accordance with the foregoing).

Additional Guarantors. With respect to any new Wholly-Owned Subsidiary of the Parent Borrower that is a Domestic Subsidiary (aother than an Excluded Subsidiary or a Domestic Subsidiary constituting an Excluded Foreign Subsidiary) The Credit Parties will cause each created or acquired after the Closing Date by any Group Member (which, for the purposes of their Material Domestic Subsidiaries (and this Section 6.10(c), shall include any other existing Domestic Subsidiary that is required ceases to become a Guarantor pursuant to be an Excluded Subsidiary or Excluded Foreign Subsidiary) (collectively, the definition of Material Domestic Subsidiary“New Subsidiaries”), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and but in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) 60 days after the end of such the fiscal year during which such New Subsidiary was created or acquired (or by such longer period of time later date as agreed to by the Administrative Agent may agree in its reasonable sole discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary ), (i) would be required to obtain a third-party consent in connection with the execution execute and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor Agent such amendments to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) Guarantee and such other documents or agreements Collateral Agreement as the Administrative Agent may reasonably requestrequest to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such New Subsidiary that is owned by any Loan Party; (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party; (iii) cause such New Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably requested to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such New Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such New Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments; and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that, to the extent that such New Subsidiaries (other than any Subsidiary that constitutes a New Subsidiary solely as a result of ceasing to be an Excluded Subsidiary or Excluded Foreign Subsidiary during the period since the end of the most recently ended fiscal year) that have not yet executed and delivered the documents and taken the actions described in clauses (i) through (iv) of this Section 6.10(c) have assets with an aggregate value in excess of 10.0% of the Total Asset Value at any time, the Parent Borrower shall cause such New Subsidiaries to comply with clauses (i) through (iv) of this Section 6.10(c) within 60 days after the end of the fiscal quarter during which such limit was exceeded to the extent necessary to eliminate such excess. Notwithstanding the foregoing, with respect of any New Subsidiary that becomes a party to the Guarantee and Collateral Agreement pursuant to this Section 6.10(c), but does not directly or indirectly own Investment Assets that in any way contribute to the Maximum Permitted Outstanding Amount, clause (iv) above shall not apply unless otherwise reasonably requested by the Administrative Agent. For the avoidance of doubt, the provisions of this Section 6.10(c) shall not limit the rights of the Parent Borrower to effect a joinder of a Subsidiary at an earlier time than that required by this Section 6.10(c).

Additional Guarantors. (a) The Credit Parties will cause each Within a reasonable period of their Material Domestic Subsidiaries time (such period not to exceed 45 days) following the date that a Subsidiary of the Borrower first becomes the owner of an Eligible Property and any other Domestic if such Subsidiary that still owns an Eligible Property on the date the following is required to become be satisfied (such Subsidiary, a Guarantor pursuant “Property Subsidiary”), the Borrower shall deliver to the definition Administrative Agent each of Material Domestic the following, in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary), whether newly formedin each case, after acquired if such Subsidiary or otherwise existing (including upon Subsidiaries not already party to the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) Guaranty: (i) such Material Domestic Subsidiary is formed or acquired or an Accession Agreement and (ii) financial statements are and the items that would have been delivered pursuant to Section 5.1 which demonstrate that under Sections 6.1.(a)(iv) through (viii) and (xiv) if such Subsidiary or Subsidiaries had been a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in Loan Party on the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder AgreementAgreement Date. (b) The Credit Parties will cause each Borrower may request in writing that the Administrative Agent release, and upon receipt of their Domestic Subsidiaries (including upon such request the formation of any Domestic Subsidiary that is Administrative Agent shall release, a Division Successor) Guarantor (other than PMGthe Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) ) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent not already that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a Guarantor hereunder representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the end Loan Documents; (iv) if, upon removal of such entity as a Guarantor, any fiscal year (beginning Property would cease to be a Borrowing Base Property, the Borrower shall have complied with the fiscal year ending December 31requirements of Section 4.2, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety and (90v) days after the end of Administrative Agent shall have received such fiscal year written request at least 10 Business Days (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall may be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver acceptable to the Administrative Agent, ) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. The Company shall cause (ax) The Credit Parties will cause each of their Material Domestic Subsidiaries any Person which becomes a Subsidiary (other than, subject to clause (z), any Foreign Subsidiary or any Immaterial Subsidiary) after the date hereof, (y) any Immaterial Subsidiary (other than, subject to clause (z), any Foreign Subsidiary) that ceases to be an Immaterial Subsidiary after the date hereof and (z) any Foreign Subsidiary and any other Domestic Immaterial Subsidiary that has entered into, or is required proposing to become enter into, a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation Guarantee of any Material Domestic Subsidiary other Debt of the Company or any of its Subsidiaries, including without limitation any Debt of the Company described in clause (v) of the parenthetical set forth in Section 5.09 (other than, with respect to any Foreign Subsidiary, any Guarantee of any Debt of any of its Subsidiaries that is a Division SuccessorForeign Subsidiary) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in enter into the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Guarantee Agreement, (ii) become bound by the execution Pledge Agreement and delivery of a Joinder the Security Agreement would be prohibited by a provision of and, if applicable, enter into such Domestic Subsidiary’s articles of incorporationadditional agreements or instruments, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets each in form and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver substance satisfactory to the Administrative Agent, with respect as may be necessary or desirable in order to each new Guarantor grant a perfected first priority interest upon all of the Collateral purportedly pledged by such Subsidiary pursuant to the extent applicable, substantially Pledge Agreement and the same documentation required pursuant Security Agreement (subject to Sections 4.1(b) – (dLiens on such Collateral permitted by the last sentence of Section 5.06(a)) and (iii) deliver such certificates, evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other documents or agreements relating thereto as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, in each case within (x) ten days after the date on which the relevant event described in clauses (x), (y) or (z) occurs, in the case of entering into the Guarantee Agreement and becoming bound by the Pledge Agreement and the Security Agreement and (y) within 30 days after the date on which the relevant event described in clauses (x), (y) or (z) occurs, in the case of the other actions described in this Section.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries If, from time to time, any Person qualifies as a Subsidiary Guarantor, the Borrower shall (and any other i) if such Person is a Domestic Subsidiary that is required to become of a Guarantor pursuant to the definition of Material Domestic Subsidiary)Loan Party, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) cause such Person to promptly (and in any event within 45 fifteen (15) days after (from the date any such Person meets the requirements for becoming a Guarantor as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to set forth in this Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)6.12) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv) and (ix) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a Joinder Agreementfair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (b) The Credit Parties will cause each Notwithstanding any other provisions of their Domestic Subsidiaries (including upon this Agreement to the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), contrary to the extent not already a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder as of the end of any fiscal year (beginning in accordance with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary following: (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties Borrower shall deliver to the Administrative Agent, with respect to each new Guarantor not less than ten (10) days and not more than forty-five (45) days prior to the extent applicableanticipated or intended release of a Subsidiary Guarantor hereunder, substantially a written request for release of the same documentation required pursuant to Sections 4.1(bapplicable Subsidiary Guarantor; and (ii) – (d) and such other documents or agreements as the Administrative Agent may reasonably requestshall have reviewed and approved (in writing) the request for release delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in subsection (b)(ii); provided, however, no such release of a Guarantor hereunder shall become effective until such Subsidiary Guarantor no longer meets the requirements of the definition of a Subsidiary Guarantor. Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries If, from time to time, any Person qualifies as a Subsidiary Guarantor, the Borrower shall (and any other i) if such Person is a Domestic Subsidiary that is required to become of a Guarantor pursuant to the definition of Material Domestic Subsidiary)Loan Party, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) cause such Person to promptly (and in any event within 45 fifteen (15) days after (from the date any such Person meets the requirements for becoming a Guarantor as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to set forth in this Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)6.12) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a Joinder Agreementfair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (b) The Credit Parties will cause each Notwithstanding any other provisions of their Domestic Subsidiaries this Agreement to the contrary (including upon the formation of any Domestic Subsidiary that is a Division Successorx) (other than PMG), to the extent not already a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder as of the end of any fiscal year (beginning in accordance with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary following: (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties Borrower shall deliver to the Administrative Agent, with respect not less than ten (10) days and not more than forty-five (45) days prior to the anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the applicable Subsidiary Guarantor; and (ii) the Administrative Agent shall have reviewed and approved (in writing) the request for release delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in subsection (b)(ii). Upon satisfaction of each new of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder. Notwithstanding anything to the contrary contained herein, to the extent applicable, substantially the same documentation required any Person is a “Guarantor” under and pursuant to Sections 4.1(b) – (d) and the terms of the Corporate Credit Facility, Borrower shall at all times during which such other documents or agreements as the Administrative Agent may reasonably requestPerson remains a “Guarantor” thereunder, cause such Person to be a Guarantor under this Agreement.

Additional Guarantors. (a) The Credit Parties will cause each Subject to compliance with the provisions of their Material Domestic Subsidiaries paragraph (and any other Domestic Subsidiary that is required to become a Guarantor pursuant c) of Clause 19.8 (“Know your customer” checks), the Company may, by not less than 10 Business Days’ prior written notice to the definition Agent, request that any of Material Domestic Subsidiary), whether newly formed, after acquired its wholly owned Subsidiaries or otherwise existing (including upon the formation of any Material Domestic Subsidiary that become an Additional Guarantor. That Subsidiary or Material Domestic Subsidiary shall become an Additional Guarantor if: (i) it is a Division SuccessorSubsidiary incorporated in an Approved Jurisdiction and it is either a Material Domestic Subsidiary or the Majority Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); or (ii) it is a Subsidiary incorporated in any other jurisdiction and all the Lenders approve the addition of that Subsidiary (such approval not to promptly be unreasonably withheld or delayed); and in each case (A) the Company delivers to the Agent a duly completed and executed Accession Letter; and (B) the Agent has received all of the documents and other evidence listed in Part II (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent. (b) The Company shall procure that any other member of the Group which is a Material Domestic Subsidiary (except for any Excluded Subsidiary) shall, as soon as possible after becoming a Material Domestic Subsidiary but in any event within 45 days after (delivery of the respective annual Compliance Certificate showing that such member of the Group qualifies as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a becomes an Additional Guarantor hereunder by way of execution of a Joinder under this Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) Borrowers shall ensure that: (i) such Material Domestic Subsidiary is formed as of the last day of each fiscal quarter of Auna, the then existing Loan Parties (with the exception of any Excluded Subsidiaries) represent (A) at least eighty five percent (85%) of the Consolidated Adjusted EBITDA and Total Assets (in each case excluding Oncomédica and Clínica Portoazul) or acquired (B) at any time after the consummation of a Permitted Acquisition, (i) at least eighty percent (80%) of the Consolidated Adjusted EBITDA and Total Assets (excluding Oncomédica and Clínica Portoazul) or (ii) financial statements are delivered pursuant at least ninety-five percent (95%) of the Consolidated Adjusted EBITDA and Total Assets (excluding any Excluded Subsidiaries) (the “Loan Party Coverage Requirement”); provided that, if the Loan Party Coverage Requirement shall not be satisfied as of any such date, then the Borrowers shall cause such other Subsidiaries of Auna (other than any Excluded Subsidiaries) to become Guarantors in accordance with Section 5.1 which demonstrate 6.16(b) such that the Loan Party Coverage Requirement shall be so satisfied; provided further that if the Loan Party Coverage Requirement cannot be satisfied solely due to the existence of any Excluded Subsidiaries, then the Loan Party Coverage Requirement shall be deemed to have been satisfied for the purposes of this Section 6.16(i); and (ii) any Subsidiary that is not a Domestic Subsidiary has become Loan Party and that is or becomes (x) a Material Domestic Subsidiary (or, in grantor under the case of (i) Security Documents or (ii)y) a guarantor under any Indebtedness secured by a Lien on the Collateral, such longer period of time as agreed to by including the Administrative Agent in its reasonable discretion)) become Senior Secured Bonds, becomes a Guarantor hereunder by way of execution of a Joinder Agreementin accordance with Section 6.16(b). (b) The Credit Parties will Borrowers shall cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary Person that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to shall become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of Closing Date as provided herein to promptly, and in any event within three (3) Business Days from the date on which such fiscal year (or such longer period of time as agreed Person shall become a Guarantor, to by execute and deliver to the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary Agent: (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Guarantor Joinder Agreement, (ii) if the execution additional Guarantor is a Mexican Guarantor, (x) Mexican Notes in substantially the form attached as Exhibit G (as applicable), and delivery of signed by the respective Mexican Guarantor(s), in exchange for any existing Notes, or (y) additional signature pages to the existing Notes, duly signed by each such Guarantor as a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporationguarantor (por aval), bylaws, operating agreement or other comparable charter documents or (iii) if the additional Guarantor is a shell company with nominal assets incorporated in Peru, Peruvian Notes in substantially the form attached hereto as Exhibit D-1 and no or nominal business operations Peruvian Notes Completion Agreement in substantially the form attached hereto as Exhibit D-2 , duly signed by each such Guarantor evidencing their Guarantee in respect of the end Loans and all Obligations under the Loan Documents, (iv) if the additional Guarantor is incorporated in Colombia, Colombian Notes in substantially the form attached as Exhibit C hereto, duly signed by each such Colombian Guarantor in respect of its obligations as Guarantor, (v) an officer’s certificate in form and substance reasonably satisfactory to the Administrative Agent with respect to certain representations and warranties of such fiscal year. Guarantor, (cvi) In connection true and correct copies of the Organizational Documents of each such Guarantor (as described in Section 4.01(b), (vii) all documentation and other information that the Administrative Agent requires or any Lender in order to comply with the foregoing Sections 5.10(a) its obligations under applicable “know your customer” rules and regulations and applicable internal policies with respect to each such additional Guarantor and (b), the Credit Parties shall deliver viii) a customary legal opinion of applicable local counsel to such Guarantor in form and substance reasonably acceptable to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.)

Additional Guarantors. (a) The Credit Parties will cause each Within a reasonable period of their Material Domestic Subsidiaries time (such period not to exceed 45 days) following the date that a Subsidiary of the Borrower first becomes the owner of an Eligible Property and any other Domestic if such Subsidiary that still owns an Eligible Property on the date the following is required to become be satisfied (such Subsidiary, a Guarantor pursuant “Property Subsidiary”), the Borrower shall deliver to the definition Administrative Agent each of Material Domestic the following, in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary), whether newly formedin each case, after acquired if such Subsidiary or otherwise existing (including upon Subsidiaries not already party to the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) Guaranty: (i) such Material Domestic Subsidiary is formed or acquired or an Accession Agreement and (ii) financial statements are and the items that would have been delivered pursuant to Section 5.1 which demonstrate that under Sections 6.1.(a)(iv) through (viii) and (xiv) if such Subsidiary or Subsidiaries had been a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in Loan Party on the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder AgreementAgreement Date. (b) The Credit Parties will cause each Borrower may request in writing that the Administrative Agent release, and upon receipt of their Domestic Subsidiaries (including upon such request the formation of any Domestic Subsidiary that is Administrative Agent shall release, a Division Successor) Guarantor (other than PMGthe Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent not already that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a Guarantor hereunder representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the end Loan Documents; (iv) if, upon removal of such entity as a Guarantor, any fiscal year (beginning Property would cease to be a Borrowing Base Property, the Borrower shall have complied with the fiscal year ending December 31requirements of Section 4.2; (v) such Guarantor will not have any, 2018)or will be released contemporaneously from all, to become a Guarantor hereunder by way Guarantee obligations in respect of execution of a Joinder Agreement within ninety the Existing Credit Agreement; and (90vi) days after the end of Administrative Agent shall have received such fiscal year written request at least 10 Business Days (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall may be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver acceptable to the Administrative Agent, ) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each Upon the re-designation of their Material Domestic Subsidiaries (and any other Domestic Unrestricted Subsidiary that is required to become as a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired Restricted Subsidiary or otherwise existing (including upon the formation or acquisition by any Credit Party or any of its Restricted Subsidiaries of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed new direct or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic indirect Subsidiary (orin each case, other than an Excluded Subsidiary) or upon any Subsidiary ceasing to be an Excluded Subsidiary, the Initial Borrower shall, in each case, at the case of Borrowers’ expense, promptly, within ninety (i90) days, or (ii), such longer period of time as agreed to determined in writing by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will sole discretion from time to time, after such formation, acquisition, cessation or re-designation, cause each of their Domestic Subsidiaries (including upon the formation of any Domestic such Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed executing and delivering to by the Administrative Agent and Collateral Agent a Counterpart Agreement, and in its reasonable discretionfurtherance of the foregoing, take all such actions and execute and deliver, or cause to be executed and delivered, supplements to any applicable Subordination Agreement, pledges, assignments, joinders to any intercreditor agreements, any amendments, joinders and/or supplements to the Collateral Documents and any other documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(d), 3.01(g), 3.01(j), and 5.11 (but only to the extent reasonably required by Administrative Agent and subject to such additional time periods as Administrative Agent may consent to) or as otherwise reasonably requested by any Agent; provided, howeverthat, that for the avoidance of doubt, (x) the pledge of the Capital Stock of any Domestic Holding Company or Foreign Subsidiary shall be limited to 65% of the voting Capital Stock and 100% of the non-voting Capital Stock in each such Domestic Holding Company or Foreign Subsidiary, (y) no Domestic Excluded Subsidiary shall be required to become a Guarantor pursuant Guarantor, and (z) no security interest shall be required in Excluded Assets. Additionally, after such formation, acquisition, cessation or re-designation, the Borrower Representative shall promptly send to this Section 5.10(b) if Administrative Agent written notice setting forth with respect to such Domestic Subsidiary Person (i) would be required to obtain the date on which such Person became a third-party consent in connection with the execution and delivery Subsidiary of a Joinder AgreementCredit Party, and (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as all of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) data required to be set forth in Schedules 4.01 and (b), the Credit Parties shall deliver to the Administrative Agent, 4.02 with respect to each new Guarantor such Subsidiaries; provided, such written notice shall be deemed to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) supplement Schedule 4.01 and such other documents or agreements as the Administrative Agent may reasonably request4.02 for all purposes hereof.

Additional Guarantors. Cause: (a) The Credit Parties will cause each U.S. Subsidiary of their Material Domestic Subsidiaries (any Loan Party not in existence on the Effective Date to execute and any other Domestic Subsidiary that is required to become a Guarantor pursuant deliver to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to Collateral Agent promptly (and in any event within 45 days ten (10) Business Days after (as applicable) it becomes a Subsidiary of a Loan Party, (i) a Joinder Agreement, pursuant to which such Material Domestic Subsidiary is formed or acquired or shall be made a party to this Agreement as a Guarantor, (ii) financial statements are delivered pursuant a supplement to Section 5.1 which demonstrate that the Pledge and Security Agreement to create a Domestic Subsidiary has become a Material Domestic perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) over all of the assets owned by such Subsidiary, together with (A) certificates evidencing all of the Equity Interests in any Person owned by such Subsidiary (orto the extent such Equity Interests are certificated) (other than Excluded Assets), (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed and (C) such opinions of counsel as the Agents may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other documents as may be required by the Collateral Agent with respect to each such real property and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Pledge and Security Agreement or mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the case Loan Documents and that all property and assets of such Subsidiary (iother than Excluded Assets) or (ii), such longer period of time as agreed to by shall become Collateral for the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement.Obligations; and (b) The Credit Parties will cause each owner of their Domestic Subsidiaries (including upon the formation Equity Interests of any Domestic such Subsidiary that is to execute and deliver promptly and in any event within ten (10) Business Days after such entity becomes a Division Successor) Subsidiary of a Loan Party a Pledge Supplement (other than PMGas defined in the Pledge and Security Agreement), together with (i) certificates evidencing all of the Equity Interests of such Subsidiary (to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018such Equity Interests are certificated), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement undated stock powers or other comparable charter documents or appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed, (iii) is a shell company with nominal assets and no or nominal business operations as such opinions of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements counsel as the Administrative Collateral Agent may reasonably requestrequest and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent.

Additional Guarantors. (a) The LGEC shall not, as of the last day of each fiscal quarter of LGEC, to the extent that as of such date the Net Total Leverage Ratio is greater than 4.00 to 1.00, permit the Credit Parties will cause Parties, taken as a whole, to represent less than (A) 70% of the consolidated revenue (calculated on a Pro Forma Basis) for the then-ended Test Period or (B) 70% of the total assets as of such date, in each case of their Material Domestic LGEC and the Restricted Subsidiaries (and other than any other Domestic Subsidiary that Special Purpose Producer which is required to become not a Guarantor pursuant to clause (n) of the definition of Material Domestic Excluded Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is ) on a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreementconsolidated basis. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary Promptly (i) would be required to obtain a thirdafter formation or acquisition of any new Wholly-party consent in connection with Owned Subsidiary other than an Excluded Subsidiary after the execution and delivery of a Joinder AgreementRestatement Date, (ii) to the execution and extent required to comply with the provisions of Section 6.13(a), after the delivery of a Joinder Agreement would the most recent financial statements delivered or required to be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents delivered pursuant to Section 6.1 or (iii) after any Restricted Subsidiary that is not a shell company with nominal assets and no or nominal business operations as Credit Party guarantees any Material Indebtedness of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b)Borrower, the Credit Parties shall cause such new or additional Restricted Subsidiary (and, without limiting the foregoing, LGEC may, in its sole discretion, cause any other Restricted Subsidiary including any Excluded Subsidiary which is organized in an Approved Jurisdiction), to execute and deliver to the Administrative Agent, with respect Agent a Joinder Agreement to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and this Credit Agreement or such other documents or agreements document as the Administrative Agent may shall reasonably requestdeem appropriate for such purpose pursuant to which such Restricted Subsidiary will agree to be a Guarantor under this Credit Agreement and be bound by the terms of this Credit Agreement applicable to Guarantors, including, but not limited to, Article 9.

Additional Guarantors. (a) The Credit Parties will cause Cause (i) each new Subsidiary (which is not a Subsidiary of their Material Domestic Subsidiaries Borrower on the date of this Agreement) of Borrower, (ii) any Subsidiary of Borrower formed or acquired after the date of this Agreement and (iii) any other Domestic Subsidiary that of Borrower existing on the Closing Date but which is required not a Guarantor if such Subsidiary at any time owns assets having an aggregate value in excess of $250,000, to become a Guarantor pursuant "Subsidiary Guarantor" by execution and delivery of a Supplemental Subsidiary Guaranty by such Subsidiary to Agent, and to deliver such proof of corporate or other appropriate action, incumbency of officers, opinions of counsel and other documents delivered by the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered Guarantors pursuant to Section 5.1 hereof or as Agent shall have reasonably requested in each case, on or before the date 10 days prior to the last day of the fiscal quarter in which demonstrate that a Domestic such Subsidiary has become a Material Domestic Subsidiary (oris formed, acquired or first owns assets in the case excess of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement$250,000. (b) The Credit Parties will cause Cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) Person (other than PMGany Guarantor) that obtains after the date of this Agreement a direct ownership or equity interest in Borrower (other than a Special Membership Interest, as such term is defined in the Amended and Restated Regulations of the Borrower dated as of September 1, 2005, as amended November 29, 2005 (the "AW Regulations"), which interest is limited to the extent not already a Guarantor hereunder as special allocations of the end profits and cash distributions from the Pinery Joint Venture and which, except as expressly provided in the AW Regulations, shall not confer any rights to participate in the management or operation of any fiscal year (beginning with the fiscal year ending December 31, 2018), Borrower) or Little Shots after the date of this Agreement to become a Guarantor hereunder an "Owner Guarantor" by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder AgreementSupplemental Owner Guaranty by such Person to Agent, (ii) the execution and delivery to deliver such proof of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement corporate or other comparable charter appropriate action, incumbency of officers, opinions of counsel and other documents delivered by the Owner Guarantors pursuant to Section 5.1 hereof or (iii) is a shell company with nominal assets and no as Agent shall have reasonably requested in each case, on or nominal business operations as before the date 10 days prior to the last day of the end fiscal quarter in which such Person became a direct holder of such fiscal yearownership or equity interests in Borrower or Little Shots. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of their providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Domestic Subsidiaries Subsidiary in the case of Section 4.21Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21(a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any other Domestic Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor pursuant and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the definition extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of Material Domestic a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), whether newly formednor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, after acquired directors or otherwise existing (including upon except in the formation case of any Material Domestic a Restricted Subsidiary that is a Division Successorpartnership) to promptly (and in any event within 45 days after (as applicable) (i) shareholders of such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Restricted Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Restricted Subsidiary that is a Division Successorpartnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a thirdout-party consent of-pocket expenses and other than reasonable expenses incurred in connection with the execution and delivery any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of a Joinder Agreementthis clause (g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (ii2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the execution and delivery Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of a Joinder Agreement would be prohibited by a provision any Indebtedness existing on the Issue Date of such Domestic Subsidiary’s articles of incorporationRestricted Subsidiary that is not prepayable without a prepayment premium (in each case, bylaws, operating agreement other than Indebtedness Incurred to provide all or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as any portion of the end funds utilized to consummate the transaction or series of related transactions pursuant to which such fiscal yearPerson became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (ch) In connection with Notwithstanding anything to the foregoing Sections 5.10(a) and (b)contrary, the Credit Parties shall deliver Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Administrative Agent, with respect Trustee a supplemental indenture in the form attached to each new Guarantor to the extent applicable, substantially the same documentation required this Indenture pursuant to Sections 4.1(b) – (d) and which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other documents or agreements as the Administrative Agent may reasonably requestIndebtedness.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries If, after the Issue Date, (and x) (1) any other Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether (including any newly formed, after newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor enters in to any guarantee of or otherwise existing Incurs any Indebtedness under the Existing Credit Agreement or (including upon the formation of 2) any Material Domestic Restricted Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (orincluding any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor enters into any guarantee of or otherwise Incurs any Indebtedness under any other Senior Credit Agreement or guarantees any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries, in each case, with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (y) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, (in the case of clause (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretionx)) within 25 Business Days of the date that such Indebtedness has been guaranteed, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor hereunder under this Indenture governing the Notes providing for a Guarantee by way such Restricted Subsidiary that (in the case of execution clause (x)) ranks pari passu (on an unsecured basis) with such Indebtedness or such guarantee of a Joinder Agreementsuch Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt so Incurred or provided by such Restricted Subsidiary. A form of supplemental indenture for such purpose is attached as Exhibit D hereto. (b) The Credit Parties Each Guarantee will cause each be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearcreditors generally. (c) In connection Each Guarantee shall be released upon the terms and in accordance with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.provisions of Article X.

Additional Guarantors. (a) The Credit Parties Company will cause (i) each of their Material its Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiarythan Immaterial Subsidiaries), whether newly formed, after acquired or otherwise existing existing, and (including upon ii) each other entity that guarantees or becomes obligated with respect to the formation obligations of the Company or any Material Domestic Subsidiary that is a Division Successor) under any Principal Credit Facility to promptly (and in any event within 45 10 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or contemporaneously with such entity becoming a party to or obligated under a Principal Credit Facility, as applicable (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent Required Holders in its their reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Supplement in the form of Exhibit A to the Guaranty Agreement (each a “Guaranty Joinder Agreement. ”). In connection with clause (ba)(i) The Credit Parties will cause above, the Company shall give notice to each holder of their Domestic Subsidiaries (including upon the formation of any Notes not less than 10 days prior to creating a Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent Required Holders in its their reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if or acquiring the Equity Interests of any such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearPerson. (cb) In connection with the foregoing Sections 5.10(aclause (a) and (b)of this Section 9.8, the Credit Parties Company shall deliver to the Administrative Agenteach holder of Notes, with respect to each new Guarantor to the extent applicable, substantially proof of corporate or similar action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the same documentation required Credit Parties pursuant to Sections 4.1(b) – (d) Section 4 on the date of Closing and such other documents or agreements as the Administrative Agent Required Holders may reasonably request. (c) The holders of the Notes agree that any Guarantor shall be automatically released and discharged from its obligations under the Guaranty Agreement effective: (i) at the time a Subsidiary Guarantor ceases to be a Subsidiary of the Company after giving effect to a Disposition in accordance with Section 10.6 so long as no Default or Event of Default is then continuing, or (ii) at the time the obligations of a Guarantor, whether direct or indirect, as a co-borrower, guarantor or otherwise, of any Indebtedness of the Company or its Subsidiaries under all Principal Credit Facilities shall, at any time after the date of the Closing, be terminated by the holders of such Indebtedness so long as no Default or Event of Default is then continuing; provided, however, that such Guarantor shall not be released from its obligations as a Guarantor if in connection with the release of such Guarantor from its obligations with respect to the Indebtedness of the Company or any Subsidiary under any Principal Credit Facility, the Company, any Subsidiary or any other entity pays any consideration to the holders of such Indebtedness in consideration of such release, unless the holders of Notes are paid consideration on the same basis as such other holder for such release; and provided, further, that in the event any such Guarantor shall at any time after the release provided for in this clause (ii) of Section 9.8(c) become directly or indirectly liable for (whether by way of becoming a co-borrower, guarantor or otherwise), all or any part of the Indebtedness of the Company or its Subsidiaries under any Principal Credit Facility, the Company will cause such Guarantor contemporaneously with entering into any such Guarantee or incurring such liability to execute and deliver to the holders of the Notes, (A) a Guaranty Joinder Agreement, and (B) proof of corporate or similar action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Credit Parties pursuant to Section 4 on the date of Closing and such other documents or agreements as the Required Holders may reasonably request. (d) In connection with the release contemplated by clause (c) of Section 9.8, and in each such instance, the holders of the Notes shall, within 30 days of receipt of a written request of the Company, take such action and execute such documents as the Company, such Subsidiary or entity shall reasonably request to evidence such release, discharge or termination of such Subsidiary’s or entity’s obligations under the Guaranty Agreement, all at the expense of the Company.

Additional Guarantors. Subject to Section 10.17: (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and In the event that any other Domestic Subsidiary that is required to become Person becomes a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) Borrower shall (i) such in the case of an Unrestricted Subsidiary becoming a Material Domestic Subsidiary, substantially concurrently with the redesignation or deemed redesignation thereof as a Restricted Subsidiary is formed or acquired pursuant to Section 5.12 or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (orotherwise, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other not later than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) 30 days after the end of such fiscal year thereafter (or such longer period of time as the Collateral Agent (acting at the direction of the Blackstone Representative) may agree in its sole discretion) (A) cause such Material Domestic Subsidiary to become (x) a Guarantor hereunder by executing and delivering to the Administrative Agent a Counterpart Agreement and (y) a Grantor under the Security Agreement by executing and delivering to the Collateral Agent the joinder agreement required thereunder, and (B) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by the Collateral Agent or the Blackstone Representative or required by the Collateral Documents. (a) In the event that any Person becomes a Material Foreign Subsidiary, so long as (x) such Material Foreign Subsidiary is organized in a jurisdiction that is reasonably acceptable to the Collateral Agent and the Blackstone Representative and (y) the cost and burden of obtaining guarantees from, and security over the assets of, such Material Foreign Subsidiary is not excessive in view of the benefits obtained by the Secured Parties therefrom (in the reasonable judgement of the Borrower and the Blackstone Representative), the Borrower shall (i) in the case of an Unrestricted Subsidiary becoming a US-DOCS\155537880.27 Material Foreign Subsidiary, substantially concurrently with the redesignation or deemed redesignation thereof as a Restricted Subsidiary pursuant to Section 5.12 or (ii) otherwise, not later than 90 days thereafter (or such longer period of time as the Collateral Agent (acting at the direction of the Blackstone Representative) may agree in its sole discretion) (A) cause such Material Foreign Subsidiary to (x) become a Guarantor hereunder by executing and delivering to the Administrative Agent a Counterpart Agreement and (y) grant in favor of the Collateral Agent, for the benefit of the Lenders and other Secured Parties, as security for the Obligations, a Lien on the assets of such Material Foreign Subsidiary (subject to exceptions as to scope that are reasonably agreed by the Borrower and the Blackstone Representative that are usual and customary for the applicable jurisdiction of incorporation of such Material Foreign Subsidiary), on terms and pursuant to documentation that is reasonably satisfactory to the Collateral Agent and the Blackstone Representative and (B) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by the Collateral Agent or the Blackstone Representative or required by the Collateral Documents. (b) With respect to each Material Subsidiary referred to in clause (a) or (b) above, the Borrower shall promptly after delivering the financial statements pursuant to Sections 5.1(a) or (b), as the case may be, send to the Administrative Agent written notice setting forth (i) the date on which such Person became a Material Subsidiary and (ii) all of the data required to be set forth in Schedule 3.12 to the Disclosure Letter; and such written notice shall be deemed to supplement Schedule 3.12 to the Disclosure Letter for all purposes hereof. If requested by the Administrative Agent or the Blackstone Representative, the Administrative Agent shall receive an opinion of counsel for the Borrower in its reasonable discretion); providedform and substance reasonably satisfactory to the Blackstone Representative in respect of such customary matters as may be reasonably requested by the Administrative Agent or the Blackstone Representative relating to any Counterpart Agreement, however, that no Domestic Subsidiary shall be required to become a Guarantor joinder agreement or other Collateral Documents delivered pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder AgreementSection, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations dated as of the end date of such fiscal yearagreement. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. Promptly notify the Agent at the time that any Person becomes a Subsidiary, and cause any such Person that is a wholly-owned Subsidiary of the Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiary) to (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly thereafter (and in any event within 45 days after fifteen (15) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as applicablethe case may be, or such later date as the Agent may agree) (i) become a Guarantor by executing and delivering to the Agent a Joinder Agreement or such Material Domestic Subsidiary is formed or acquired or other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) financial statements are delivered pursuant ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations (excluding any Material Real Estate) and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii4.1(a), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries promptly thereafter (including upon the formation of and in any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement event within ninety (90) days after the end of such fiscal year Person becoming a Subsidiary or a Restricted Subsidiary (other than an Excluded Subsidiary), as the case may be, or such longer period of time later date as agreed to by the Administrative Agent in its reasonable discretionmay agree); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s Material Real Estate to secure the Obligations and take such actions as may be required under the Security Documents to obtain a third-party consent perfect such Lien and (ii) if reasonably requested by the Agent, deliver documents of the types referred to in Schedule 6.15 and, (c) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the execution and delivery of a Joinder Agreement, foregoing clauses (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(aa) and (b), the Credit Parties shall deliver in each case in form, content and scope reasonably satisfactory to the Administrative Agent, . In no event shall compliance with respect this Section 6.11 waive or be deemed a waiver or consent to each new Guarantor any transaction giving rise to the extent applicable, substantially the same documentation required pursuant need to Sections 4.1(b) – (d) and comply with this Section 6.11 if such other documents or agreements as the Administrative Agent may reasonably requesttransaction was not otherwise expressly permitted by this Agreement.

Additional Guarantors. (a) The Where Domestic Subsidiaries of the Borrower which are not Credit Parties will cause each hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more -------------------------- than the following (the "Threshold Requirement"): --------------------- (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of their Material Domestic Subsidiaries consolidated revenues for the ▇▇▇▇▇▇▇▇'▇ Consolidated Group; or (and any other Domestic Subsidiary that is required to become a ii) in the aggregate for all such Non-Guarantor pursuant to Subsidiaries, ten percent (10%) of consolidated revenues for the definition of Material Domestic Subsidiary)▇▇▇▇▇▇▇▇'▇ Consolidated Group; then the Borrower shall promptly, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and but in any event within 45 days after thirty (as applicable30) days, (i) such Material Domestic Subsidiary is formed or acquired or notify the Administrative Agent thereof, (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a cause such Domestic Subsidiary has become a Material or Domestic Subsidiary Subsidiaries to (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)A) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each , such that immediately after the joinder of their the new Domestic Subsidiaries (including upon as Guarantors, the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG)remaining Non-Guarantor Subsidiaries shall not, to individually or collectively, exceed the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder AgreementThreshold Requirement, (iiB) the execution pledge and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative AgentAgent certificates representing one hundred percent (100%) of the issued and outstanding capital stock of the joining Domestic Subsidiaries, together with respect to each new Guarantor undated stock powers signed in blank, and (C) deliver to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and Administrative Agent such other documents or agreements documentation as the Administrative Agent may reasonably requestrequest in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(e), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors. The Company shall cause (ax) The Credit Parties will cause each any Person which becomes a Subsidiary (other than, subject to clause (z), any Foreign Subsidiary or any Immaterial Subsidiary) after the date hereof, (y) any Immaterial Subsidiary (other than, subject to clause (z), any Foreign Subsidiary) that ceases to be an Immaterial Subsidiary after the date hereof and (z) any Foreign Subsidiary and any Immaterial Subsidiary that has entered into, or is proposing to enter into, a Guarantee of their Material Domestic any other Debt of the Company or any of its Subsidiaries (and other than, with respect to any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Foreign Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation any Guarantee of any Material Domestic Subsidiary Debt of any of its Subsidiaries that is a Division SuccessorForeign Subsidiary) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in enter into the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Guarantee Agreement, (ii) become bound by the execution Pledge Agreement and delivery of a Joinder the Security Agreement would be prohibited by a provision of and, if applicable, enter into such Domestic Subsidiary’s articles of incorporationadditional agreements or instruments, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets each in form and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver substance satisfactory to the Administrative Agent, with respect as may be necessary or desirable in order to each new Guarantor grant a perfected first priority interest upon all of the Collateral purportedly pledged by such Subsidiary pursuant to the extent applicable, substantially Pledge Agreement and the same documentation required pursuant Security Agreement (subject to Sections 4.1(b) – (dLiens on such Collateral permitted by the last sentence of Section 5.06(a)) and (iii) deliver such certificates, evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other documents or agreements relating thereto as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, in each case within (x) ten days after the date on which the relevant event described in clauses (x), (y) or (z) occurs, in the case of entering into the Guarantee Agreement and becoming bound by the Pledge Agreement and the Security Agreement and (y) within 30 days after the date on which the relevant event described in clauses (x), (y) or (z) occurs, in the case of the other actions described in this Section.

Additional Guarantors. (a) The Credit Parties will cause each If any Person (other than an Exempt Subsidiary) becomes a Wholly-Owned Subsidiary of their Material Domestic Subsidiaries any Loan Party or if at any time any Person formerly qualifying as an Exempt Subsidiary as a result of clauses (and any other b), (c) or (d) of the definition thereof ceases to meet the requirements for qualification as an Exempt Subsidiary, the Borrower shall (i) if such Person is a Domestic Subsidiary that is required to become of a Guarantor pursuant to the definition of Material Domestic Subsidiary)Loan Party, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) cause such Person to promptly (and in any event within 45 fifteen (15) days after (from the date any such Person meets the requirements for becoming a Guarantor as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to set forth in this Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)6.12) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a Joinder Agreementfair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (b) The Credit Parties Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent a Guarantor anticipates becoming or intends to become an Exempt Subsidiary and/or (y) the release of such Guarantor as a Guarantor hereunder would result in the cure of a Default and/or an Event of Default hereunder (and will cause each not, of their Domestic Subsidiaries itself or on a pro forma basis with respect to the financial covenants contained herein give rise to one or more other Defaults and/or Events of Default), the Borrower may request (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG)and, to the extent not already the conditions set forth below are met, obtain) a release of such Guarantor as a Guarantor hereunder as of the end of any fiscal year (beginning in accordance with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary following: (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties Borrower shall deliver to the Administrative Agent, with respect to each new Guarantor not less than ten (10) days and not more than forty-five (45) days prior to the extent applicableanticipated or intended release of a Guarantor hereunder, substantially a written request for release of the same documentation required pursuant applicable Guarantor and a Pro Forma Compliance Certificate of a Responsible Officer of the Borrower (or Parent) in form and substance reasonably acceptable to Sections 4.1(bthe Administrative Agent, (A) – demonstrating that upon such release the Loan Parties will on a pro forma basis continue to comply with (d1) the financial covenants contained in Section 7.11 and such (2) the financial covenants contained in each of the indentures or other documents or agreements as relating to any publicly issued debt securities of Borrower and/or Parent, in each case by a reasonably detailed calculation thereof (which calculation shall be in form reasonably satisfactory to the Administrative Agent may reasonably requestand which shall include, among other things, an explanation of the methodology used in such calculation and a breakdown of the components of such calculation), (B) stating that the Loan Parties will be in compliance with each of the covenants set forth in Articles VI and VII of the Agreement following such release, (C) stating that, to such Responsible Officer’s knowledge, following such release, no Default or Event of Default will exist under the Agreement or any of the other Loan Documents, or if any Default or Event of Default will exist, specifying the nature and extent thereof and what action the Loan Parties propose to take with respect thereto, and (D) if applicable, attaching, pursuant to Section 5.13 of the Agreement, an updated version of Schedule 5.13 to the Agreement; and (ii) the Administrative Agent shall have reviewed and approved (in writing) the request for release and Pro Forma Compliance Certificate delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof; provided, further, that any approval of the Administrative Agent provided pursuant to this subclause (ii) shall lapse and be null and void sixty (60) days following the granting thereof if the applicable Guarantor has not, on or prior to the completion of such period, met the criteria for qualification as an Exempt Subsidiary. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that: (A) upon such release the Loan Parties (1) will on a pro forma basis continue to comply with the financial covenants contained in Section 7.11 hereof, and the financial covenants contained in each of the indentures or other agreements relating to any publicly issued debt securities of any Consolidated Party, and (2) will be in compliance with each of the covenants set forth in Articles VI and VII of the Agreement at all times following such release, (B) following such release, no Default or Event of Default will exist under the Credit Agreement or any of the other Loan Documents, or if any Default or Event of Default will exist, the nature and extent thereof and what action the Loan Parties propose to take with respect thereto will be specified, and (C) attached pursuant to Section 5.13 of the Agreement, is an updated version of Schedule 5.13 to the Agreement, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in subsection (b)(ii). Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder. (c) For purposes of clarification, (i) the Borrower may, at any time, elect to cause an Exempt Subsidiary to become a Guarantor hereunder, and (ii) as provided in the definition of the term “Unencumbered Assets,” no assets owned or held directly by any Exempt Subsidiary shall be included in any calculation involving the value of or income from Unencumbered Assets unless such Exempt Subsidiary is a Loan Party as of the date of such calculation.

Additional Guarantors. At any time that (a) The Credit Parties will cause each any Person other than Bamagas or any Excluded Subsidiary becomes a Material Restricted Subsidiary of their Material Domestic Subsidiaries the Borrowers (and any other Domestic Subsidiary that is required to become than a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary Person that is a Division SuccessorCFC or a Subsidiary of a CFC to the extent such person offering a Guarantee would create a material tax liability) or (b) all Immaterial Subsidiaries, taken as a whole, (i) represent more than 2.5% of Consolidated Net Tangible Assets or (ii) generate more than 2.5% of Consolidated EBITDA for the most recently completed four fiscal quarter period, in either case of this clause (b) as of the end of the fiscal quarter most recently ended and for which financial statements have been delivered pursuant to promptly Section 6.01(a) or (b), and in any event within 45 30 calendar days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to may be extended by the Administrative Agent in its reasonable sole discretion), (A) cause (1) in the case of clause (a), such Person and (2) in the case of clause (b), such Restricted Subsidiaries as the Borrower Representative may designate to no longer constitute “Immaterial Subsidiaries” for purposes of this Agreement in order to eliminate such excess to (y) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), executing and delivering to the extent not already Administrative Agent a Guarantor hereunder as counterpart of the end Guaranty and Collateral Agreement or a joinder thereto, and (z) deliver to the Collateral Agent documents of any fiscal year the types referred to in clauses (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way iv) and (v) of execution of a Joinder Agreement within ninety (90Section 4.01(a) days after the end of such fiscal year (or such longer period of time as agreed to and if requested by the Administrative Agent Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b6.13), the Credit Parties shall deliver all in form, content and scope reasonably satisfactory to the Administrative Agent; and (B) (1) cause all of the Equity Interest of such Person to be pledged to the Administrative Agent to secure the Obligations by executing and delivering the Guaranty and Collateral Agreement or a joinder thereto, (2) pursuant to the Guaranty and Collateral Agreement, deliver or cause the applicable Subsidiary to deliver to Administrative Agent all certificates, stock powers and other documents required by the Guaranty and Collateral Agreement with respect to each new Guarantor all such Equity Interests of any such Subsidiary and (3) take or cause the applicable Subsidiary to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and take such other documents actions, all as may be necessary to provide the Collateral Agent with a first priority perfected pledge or agreements as and security interest in such Equity Interests in such Subsidiary; provided however that none of the Administrative Agent may reasonably requestforegoing requirements shall apply to any Excluded Property.

Additional Guarantors. With respect to any newly created or acquired Subsidiary of the Borrower or any existing Subsidiary of the Borrower, if such Subsidiary has 5% or more of the consolidated total assets or contributes 5% or more of the consolidated operating profits of the Borrower and its consolidated Subsidiaries, or if such Subsidiary would be required to be a guarantor of the Senior Subordinated Notes pursuant to the Senior Subordinated Notes Indenture, the Credit Parties will provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the material assets of such Person and shall (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other such Person that is a Domestic Subsidiary that is required to execute and deliver to the Agent a Joinder Agreement in substantially the form of Exhibit L, causing such Subsidiary to become a Guarantor pursuant party to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or the Guaranty, as a joint and several "Guarantor", (ii) financial statements are delivered pursuant the Security Agreement, as an "Obligor" granting a first priority Lien on its personal property, subject to Section 5.1 which demonstrate that Permitted Liens, (iii) the Contribution Agreement, as a Domestic Subsidiary has become "Contributing Party" and (iv) as appropriate, the Pledge Agreement, as a Material Domestic Subsidiary "Pledgor", causing all of its Capital Stock (or, in the case of any Foreign Subsidiary, and without waiving the requirement for the prior consent of the Required Lenders for the formation or acquisition thereof, sixty-five percent (i65%) or of its Capital Stock) to be delivered to the Agent (iitogether with undated stock powers signed in blank and pledged to the Agent), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. and (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon deliver such other documentation as the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent may reasonably request in connection with the execution foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and delivery of a Joinder Agreement, (ii) the execution other organizational and delivery of a Joinder Agreement would be prohibited by a provision authorizing documents of such Domestic Subsidiary’s articles Person and favorable opinions of incorporationcounsel (which may be in the Borrower's legal department) to such Person (which shall cover, bylawsamong other things, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets the legality, validity, binding effect and no or nominal business operations as enforceability of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (bdocumentation referred to above), the Credit Parties shall deliver all in form, content and scope reasonably satisfactory to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (As soon as practicable and in any event within 45 30 days after any Person becomes a direct or indirect Subsidiary of the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as applicableExhibit 7.12, (b) cause 100% of the issued and outstanding Capital Stock of such Person to be delivered to the Administrative Agent (together with undated stock powers signed in blank) and pledged to the Administrative Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Administrative Agent and (c) cause such Person to (i) if such Material Domestic Subsidiary is formed or acquired Person owns or (iito the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion) financial statements are leases any real property located in the United States or located outside of the United States but deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Administrative Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or5.1(e) all in form, in the case of (i) or (ii), such longer period of time as agreed content and scope reasonably satisfactory to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements documentation as the Administrative Agent may reasonably requestrequest in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (c), (d) and (e), all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors. If on the last day of each calendar quarter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (a15) The Credit Parties will cause each Business Days of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that the date on which the balance sheet as of such date is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii), cause an additional Subsidiary or additional Subsidiaries to become a Guarantor pursuant to or Guarantors hereunder such that the definition total liabilities of Material Domestic Subsidiary)the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. In addition, whether newly formed, after acquired or otherwise existing (including upon if on the formation last day of any Material Domestic calendar quarter any Subsidiary that of the Parent which is not a Division Successor) to promptly (and in any event within 45 days after (as applicable) Guarantor accounts for either (i) such Material Domestic Subsidiary is formed 10% or acquired more of the Adjusted EBITDA of the Parent for the 12- month period then ended (other than as a result of a one time, non- recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) financial statements are 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such date is required to be delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i7.6(a)(i) or (iiSection 7.6(a)(ii), cause such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder hereunder; PROVIDED that, for any non-Wholly Owned Subsidiary of the Parent, the Parent shall exclude from the Adjusted EBITDA and book value of assets calculations for that Subsidiary, the proportion of Adjusted EBITDA and book value of assets attributable to the interests in that Subsidiary not owned, directly or indirectly, by way of execution of a Joinder Agreement within ninety (90) days after Parent. No later than August 16, 2008, the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); providedParent shall cause ▇▇▇▇▇ ▇▇▇▇ LaSalle New England, however, that no Domestic Subsidiary shall be required LLC to become a Guarantor pursuant hereunder. In addition, the Parent shall cause each "Guarantor" under the Multicurrency Credit Agreement to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain become a third-party consent in connection Guarantor hereunder. Together with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b)any Additional Guarantor Supplement, the Credit Parties Parent shall deliver and shall cause each such Subsidiary to the Administrative Agentdeliver corporate resolutions, with respect to each new Guarantor to the extent applicableopinions of counsel, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements corporate documentation as the Administrative Agent may shall reasonably request. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent an updated Schedule 5.2.

Additional Guarantors. Promptly notify the Agent at the time that any Person becomes a Subsidiary, and cause any such Person that is a wholly-owned Subsidiary of the Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiary) to (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly thereafter (and in any event within 45 days after fifteen (15) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as applicablethe case may be, or such later date as the Agent may agree) (i) become a Guarantor by executing and delivering to the Agent a Joinder Agreement or such Material Domestic Subsidiary is formed or acquired or other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) financial statements are delivered pursuant g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations (excluding any Material Real Estate) and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii4.1(a), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries promptly thereafter (including upon the formation of and in any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement event within ninety (90) days after the end of such fiscal year Person becoming a Subsidiary or a Restricted Subsidiary (other than an Excluded Subsidiary), as the case may be, or such longer period of time later date as agreed to by the Administrative Agent in its reasonable discretionmay agree); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would g▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s Material Real Estate to secure the Obligations and take such actions as may be required under the Security Documents to obtain a third-party consent perfect such Lien and (ii) if reasonably requested by the Agent, deliver documents of the types referred to in Schedule 6.15 and, (c) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the execution and delivery of a Joinder Agreement, foregoing clauses (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(aa) and (b), the Credit Parties shall deliver in each case in form, content and scope reasonably satisfactory to the Administrative Agent, . In no event shall compliance with respect this Section 6.11 waive or be deemed a waiver or consent to each new Guarantor any transaction giving rise to the extent applicable, substantially the same documentation required pursuant need to Sections 4.1(b) – (d) and comply with this Section 6.11 if such other documents or agreements as the Administrative Agent may reasonably requesttransaction was not otherwise expressly permitted by this Agreement.

Additional Guarantors. (a) The Credit Parties will Subject to any applicable limitations set forth in the Guarantee Agreement, the Borrower shall cause each of their Material direct or indirect Domestic Subsidiaries Subsidiary (and other than any other Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including each Domestic Subsidiary that is required ceases to constitute an Excluded Subsidiary pursuant to any category in the definition thereof) to execute a supplement to each of the Guarantee Agreement and the Collateral Documents (if any) in order to become a Guarantor pursuant to under the definition of Material Domestic Subsidiary)Guarantee Agreement and a grantor and pledgor under the Collateral Documents. In addition, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successorx) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year quarter for which financial statements are required to be delivered pursuant to Section 5.01(a) or (beginning with b) and (y) as of the time of any Investment in any Subsidiary (other than El Paso Pipeline LP Holdings, L.L.C., any MLP, any Subsidiary that is a general partner of such MLP and any of their respective Subsidiaries) that is not a Guarantor, in each case, the aggregate Pro Forma EBITDA Percentage of all direct Subsidiaries of the Borrower that are not Guarantors shall not, without duplication, exceed 10% as of the last fiscal year ending December 31, 2018quarter most recently ended for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b), ; provided that the Borrower may designate an Excluded Subsidiary or an Unrestricted Subsidiary to become a Guarantor hereunder (and a Restricted Subsidiary) by way of execution of executing a Joinder Agreement within ninety (90) days after supplement to the end Guarantee Agreement, if the result of such fiscal year (or such longer period designation would lower the aggregate Pro Forma EBITDA Percentage of time as agreed all direct Subsidiaries of the Borrower that are not Guarantors to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations less than 10% as of the end of such last fiscal year. (cquarter most recently ended for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) In connection with the foregoing Sections 5.10(a) and or (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause Notify the Administrative Agent of any domestic Wholly-Owned Subsidiary of the Borrowers that directly (x) owns in fee simple or ground leases any real property assets that are not encumbered by a Lien (each, an “Unencumbered Subsidiary”) or (y) owns assets that are projected to generate an amount of Net Operating Income (without giving effect to Net Operating Income of any Subsidiary owned by such Wholly-Owned Subsidiary) equal to or greater than 2% of the Net Operating Income of AIMCO for the next calendar quarter (each, a “Material Subsidiary”; each of their Unencumbered Subsidiary and each Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required herein referred to become as a Guarantor pursuant “Bottom Tier Subsidiary”), and, subject to the definition remainder of Material Domestic Subsidiarythis Section 6.12(a), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly thereafter (and in any event within 45 60 days after (or such longer period as applicableis agreed to in writing by the Administrative Agent in its sole discretion)), cause such Person (other than another Borrower) to (i) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such Material Domestic Subsidiary is formed or acquired or other document as the Administrative Agent shall deem appropriate for such purpose and (ii) financial statements are delivered deliver to the Administrative Agent the documents referred to in clauses (iii) and (iv) of Section 4.01(a) and, if required by the Administrative Agent, favorable opinions 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 (i) of this Section 6.12(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If a Bottom Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(a), the Borrowers shall cause each Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Bottom Tier Subsidiary (each, a “Second Tier Subsidiary”) to instead execute and deliver the Guaranty. If a Second Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(a) the Borrowers shall cause each Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary to instead execute and deliver the Guaranty (to the extent such guaranty is not prohibited by Contractual Obligation, Organization Documents or applicable Law). If a Bottom Tier Subsidiary is a Wholly-Owned Subsidiary of one or more existing Guarantors, and there is no intervening debt obligation between such Subsidiary and such Guarantor(s), then no Guaranty from such Bottom Tier Subsidiary shall be required. (b) With respect to any Wholly-Owned Subsidiary that becomes a Guarantor pursuant to Section 5.1 which demonstrate that a Domestic 6.12(a) (other than any Unencumbered Subsidiary has become unless and until it qualifies as a Material Domestic Subsidiary) and promptly after such Wholly-Owned Subsidiary becomes a Guarantor (or, in the case of (i) or (iiany Unencumbered Subsidiary which was not a Material Subsidiary at the time it became a Guarantor, promptly after such Unencumbered Subsidiary qualifies as a Material Subsidiary), and in any event within 20 days thereof (or such longer period of time as is agreed to in writing by the Administrative Agent in its reasonable sole discretion)) become , the Borrowers shall cause the Stock or other Equity Interest in such Wholly-Owned Subsidiary that becomes a Guarantor hereunder by way to be pledged to the Administrative Agent for the benefit of execution of a Joinder Agreement. the Lenders as Collateral under this Agreement and each Pledge Agreement (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already prohibited by Contractual Obligation or Organization Documents). Borrowers or any applicable Subsidiary (to the extent not prohibited by Contractual Obligation or Organization Documents) shall execute and/or deliver to the Administrative Agent (i) such amendments or joinders to the Pledge Agreements (or if such Person has not previously executed a Guarantor hereunder Pledge Agreement, then a new Pledge Agreement) as the Administrative Agent deems reasonably necessary or desirable to grant to the Administrative Agent for the benefit of the end Lenders a perfected first priority security interest in the Stock or other Equity Interest of any fiscal year (beginning such new Guarantor in accordance with the fiscal year ending December 31Pledge Agreements and deliver to the Administrative Agent the certificates representing such Stock or Equity Interest (to the extent certificated), 2018together with undated stock powers or other appropriate instruments of transfer requested by the Administrative Agent, in blank, executed and delivered by a duly authorized officer and (ii) the documents referred to in clauses (iii) and (iv) of Section 4.01(a) and, if required by Administrative Agent, favorable opinions 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 (i) of this Section 6.12(b)). (c) Notwithstanding the foregoing clauses (a) and (b) of this Section 6.12, Borrowers shall have no obligation to cause Fox Strategic Housing Income Partners, Fox Partners VIII, Fox Capital Management Corporation, AIMCO North Andover, L.L.C., Brookwood Limited Partnership, ▇▇▇▇▇ Oxford Limited Partnership, LA Lakes LP, LA Lakes GP LLC or LA Lakes QRS Inc. (each a “Section 6.12(c) Subsidiary”), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90pursuant to Section 6.12(a) days after the end of prior to January 31, 2017, as such fiscal year (or such longer period of time as agreed to deadline may be extended by the Administrative Agent in its reasonable discretionsole and absolute discretion (the “Delivery Deadline”); provided, howeverby which Delivery Deadline, unless any such Subsidiary no longer owns any real property assets that are not encumbered by a Lien (in which case, this Section 6.12(c) shall then cease to apply to such Subsidiary), subject to the remainder of this Section 6.12(c), the Borrowers shall have caused each such Subsidiary to execute and/or deliver all documents, opinions and certificates required by Section 6.12(a) with respect to such Subsidiary and, in the event such Subsidiary is, as of the date of the delivery of such documents, opinions and certificates or on any date thereafter, a Material Subsidiary, shall have caused the Stock or other Equity Interest in such Subsidiary (or any other Subsidiary which becomes a Guarantor in lieu of such Subsidiary by operation of this Section 6.12(c)) to be pledged to the Administrative Agent for the benefit of the Lenders as Collateral under this Agreement and each Pledge Agreement (to the extent not prohibited by Contractual Obligation or Organization Documents) and shall have caused to be executed and/or delivered all documents, opinions and certificates required by Section 6.12(b) with respect to the applicable Borrower or Borrowers and/or the applicable Subsidiary or Subsidiaries. If a Section 6.12(c) Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Domestic Guaranty from such Subsidiary shall be required required, and, subject to become a Guarantor pursuant to the remainder of this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b6.12(c), the Credit Parties Borrowers shall cause each Second Tier Subsidiary to instead execute and deliver the Guaranty. If a Second Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and the Borrowers shall cause each Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary to instead execute and deliver the Administrative Agent, with respect to each new Guarantor Guaranty (to the extent applicablesuch guaranty is not prohibited by Contractual Obligation, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents Organization Documents or agreements as the Administrative Agent may reasonably requestapplicable Law).

Additional Guarantors. (a) The Credit Parties will cause each As contemplated by Section 4.19 of their Material Domestic Subsidiaries (and the Indenture, if at any other Domestic time after the date of the Indenture the Company shall form or acquire any new Subsidiary that is required shall constitute a Material Subsidiary, or if after the date of the Indenture any existing Subsidiary not a Material Subsidiary shall become a Material Subsidiary, the Company will within three Business Days thereof cause such new or existing Subsidiary to execute and deliver to the Trustee a Guarantee Supplement in substantially the form of Exhibit B to the Indenture, and thereby to become a Guarantor pursuant "Guarantor" under the Indenture and this Agreement, and (i) deliver such Opinions of Counsel in New York and applicable foreign jurisdictions as to (x) the valid existence of such Guarantor, (y) the due authorization, execution and enforceability of such Guarantee Supplement and (z) such other matters as the Trustee may reasonably request and (ii) take such action (including executing and delivering such Security Documents, instruments of further assurance and amendments or supplements thereto, and delivering such additional Opinions of Counsel and other documents or instruments as required under Section 6.03(c) of the Indenture), in order that such new or existing Subsidiary shall grant Liens on all Property owned by it then existing or thereafter arising that are included in the definition of Material Domestic Subsidiary)"Collateral" in Section 3 hereof. Global Security Agreement ------------------------- Accordingly, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of any such Guarantee Supplement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a Joinder "Guarantor" and a "Credit Party" for all purposes of this Agreement, (ii) and Annexes 1 through 8, inclusive, hereto shall be deemed to be supplemented in the manner specified in such Guarantee Supplement. In addition, upon execution and delivery of a Joinder Agreement would be prohibited by a provision of any such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b)Guarantee Supplement, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to makes the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) representations and such other documents or agreements as the Administrative Agent may reasonably requestwarranties set forth in Section 2 hereof.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 20182015), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and Notify the Administrative Agent at the time that any other Person becomes a Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic not an Excluded Non-Wholly Owned Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to and promptly thereafter (and in any event within 45 days after 30 days), cause such Person to (as applicablea) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (orb) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, in the case of (i) or (ii), such longer period of time as agreed to if requested by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, provided that no Domestic Subsidiary such request shall be required made with respect to become a any additional Guarantor pursuant to this Section 5.10(b(and its related License Subsidiary, if any) if such Domestic Subsidiary additional Guarantor (itogether with its related License Subsidiary) would be required to obtain not have been a third-party consent in connection with Material Subsidiary if it had been owned by the execution and delivery of Borrower for the most recently completed 12 month period preceding the date it became a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as Subsidiary of the end Borrower) favorable opinions of counsel to such fiscal year. Person (c) In connection with which shall cover, among other things, the foregoing Sections 5.10(a) legality, validity, binding effect and enforceability of the documentation referred to in clause (ba)), all in form, content and scope substantially similar to the Credit Parties shall deliver corporate and FCC opinions (if appropriate) delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent, with respect to provided that, in each new Guarantor case, to the extent applicable, substantially such new Subsidiary is created solely for the same documentation required purpose of consummating a merger transaction pursuant to Sections 4.1(b) – (d) an acquisition permitted by this Agreement, and such new Subsidiary at no time holds any material assets or liabilities (other documents or agreements as than liabilities under the Administrative Agent may reasonably requestmerger agreement, and other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction), such new Subsidiary shall not be required to take the actions set forth above until the respective Acquisition is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply within seven Business Days).

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 20182013), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. If, as of a fiscal quarter-end, (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other a Domestic Subsidiary that is required to become not a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material other than LPAC Corp. and other than a Domestic Subsidiary that is a Division SuccessorFSHCO or a Subsidiary of a Foreign Subsidiary that is a CFC) has either (x) a book value (as determined in accordance with GAAP) of total assets equaling or exceeding 10% of the book value (as determined in accordance with GAAP) of the Consolidated Total Assets of the Borrower and all of its Subsidiaries as determined as of the last day of the fiscal quarter of the Borrower most recently ended prior to promptly such date of determination or (y) Consolidated EBITDA (determined on a standalone basis for such Subsidiary) equaling or exceeding 10% of Consolidated EBITDA of the Borrower and all of its Subsidiaries for any period of four consecutive fiscal quarters most recently ended prior to such date of determination or (b) the Borrower elects in a writing delivered to the Administrative Agent to join any event Domestic Subsidiary that is not a Guarantor as a party to the Guaranty Agreement as guarantor of the Obligations, then within 45 days in the case of clause (a) after (as applicable) (i) the end of such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (fiscal quarter or, in the case of clause (b), after the date of such election in the case of clause (a) (or such later or other date agreed to in writing by the Administrative Agent) the Borrower shall: (i) cause each such Subsidiary to execute and deliver a copy of the supplement to the Guaranty Agreement attached thereto as Exhibit A (or any other supplement thereto in form and substance reasonably satisfactory to the Administrative Agent) pursuant to Section 2.01(j) of the Guaranty Agreement; (ii)) cause each such Subsidiary to execute and/or deliver such other documentation as the Administrative Agent may reasonably request to (A) evidence the authority of each such Subsidiary to execute, deliver and perform the Guaranty Agreement and to evidence the existence and good standing of each such longer period of time as agreed Subsidiary and (B) comply with the applicable “know your customer” rules and regulations, including the Patriot Act; and (iii) to the extent requested by the Administrative Agent in its reasonable discretion)) become , deliver a Guarantor hereunder by way of execution of a Joinder Agreement. favorable written opinion (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), addressed to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(band the Banks) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect counsel to each new Guarantor to the extent applicable, such Subsidiary covering substantially the same documentation required pursuant to Sections 4.1(b) – (d) matters as the opinions originally delivered on the Effective Date and such other documents or agreements matters relating to each such Subsidiary and the Loan Documents as the Administrative Agent may shall reasonably request.

Additional Guarantors. Within thirty (a30) The Credit Parties will days of the end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each of their Material Domestic Subsidiaries (and any other Person who has become a Domestic Subsidiary that is required constitutes a Consolidated Entity during the calendar quarter that was just ended, to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), executing and delivering to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent a Guarantor Joinder Agreement and such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in its reasonable discretionclauses (iii) and (iv) of Section 4.01(a) and favorable opinions 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; provided, however, that (A) a Consolidated Entity shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such Consolidated Entity (1) owns no Unencumbered Properties which are included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b) and (2) either (I) is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or (II) is not wholly-owned by the Borrower, or (III) is directly or indirectly wholly-owned by the Borrower and has aggregate assets with a book value of less than $25,000,000, (B) in the event during any calendar quarter during the term of this Agreement, the Borrower or any Consolidated Entity creates or acquires a Domestic Subsidiary that has an asset value that exceeds five percent (5%) of the total value of Unencumbered Properties included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b) (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b), the Borrower shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to clauses (i) and (ii) above within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and (C) to the extent a Consolidated Entity that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause (A) above no longer satisfies the criteria for exemption set forth therein and is required to be required a Guarantor hereunder, such Consolidated Entity shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of clauses (i) and (ii) above. Notwithstanding the foregoing, the Borrower may nominate any Consolidated Entity to become a Guarantor pursuant of the Obligations, and each such entity’s inclusion as a Guarantor of the Obligations shall be subject to the terms and conditions otherwise set forth in this Section 5.10(b6.12. Notwithstanding the terms of clause 6.12(a)(ii) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b)above, the Credit Parties Administrative Agent shall deliver have the right, in the exercise of its reasonable discretion, to waive the Administrative Agent, requirement that the Borrower provide an opinion of counsel with respect to a Consolidated Entity becoming a Guarantor hereunder for any Consolidated Entity that has aggregate assets of less than $25,000,000 and that does not represent more than two percent (2%) of the total value of all Unencumbered Properties. Notwithstanding the foregoing, the Borrower shall cause each new Consolidated Entity that provides a Guarantee of the obligations under the Existing Credit Agreement to execute a Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) Joinder Agreement and such other documents or agreements as the Administrative Agent may reasonably requestbecome a Guarantor under this Agreement.

Additional Guarantors. (a) The Credit Parties will cause each If any Person (other than an Exempt Subsidiary) becomes a Wholly-Owned Subsidiary of their Material Domestic Subsidiaries any Loan Party or if at any time any Person formerly qualifying as an Exempt Subsidiary as a result of clauses (and any other b), (c) or (d) of the definition thereof ceases to meet the requirements for qualification as an Exempt Subsidiary, the Borrower shall (i) if such Person is a Domestic Subsidiary that is required to become of a Guarantor pursuant to the definition of Material Domestic Subsidiary)Loan Party, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) cause such Person to promptly (and in any event within 45 fifteen (15) days after (from the date any such Person meets the requirements for becoming a Guarantor as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to set forth in this Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)6.12) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a Joinder Agreementfair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (b) The Credit Parties Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent a Guarantor anticipates becoming or intends to become an Exempt Subsidiary and/or (y) the release of such Guarantor as a Guarantor hereunder would result in the cure of a Default and/or an Event of Default hereunder (and will cause each not, of their Domestic Subsidiaries itself or on a pro forma basis with respect to the financial covenants contained herein give rise to one or more other Defaults and/or Events of Default), the Borrower may request (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG)and, to the extent not already the conditions set forth below are met, obtain) a release of such Guarantor as a Guarantor hereunder as of the end of any fiscal year (beginning in accordance with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary following: (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties Borrower shall deliver to the Administrative Agent, with respect to each new Guarantor not less than ten (10) days and not more than forty-five (45) days prior to the extent applicableanticipated or intended release of a Guarantor hereunder, substantially a written request for release of the same documentation required pursuant applicable Guarantor and a Pro Forma Compliance Certificate of a Responsible Officer of the Borrower (or Parent) in form and substance reasonably acceptable to Sections 4.1(bthe Administrative Agent, (A) – demonstrating that upon such release the Loan Parties will on a pro forma basis continue to comply with (d1) the financial covenants contained in Section 7.11 and such (2) the financial covenants contained in each of the indentures or other documents or agreements as relating to any publicly issued debt securities of Borrower and/or Parent, in each case by a reasonably detailed calculation thereof (which calculation shall be in form reasonably satisfactory to the Administrative Agent may reasonably requestand which shall include, among other things, an explanation of the methodology used in such calculation and a breakdown of the components of such calculation), (B) stating that the Loan Parties will be in compliance with each of the covenants set forth in Articles VI and VII of the Agreement following such release, (C) stating that, to such Responsible Officer's knowledge, following such release, no Default or Event of Default will exist under the Agreement or any of the other Loan Documents, or if any Default or Event of Default will exist, specifying the nature and extent thereof and what action the Loan Parties propose to take with respect thereto, and (D) if applicable, attaching, pursuant to Section 5.13 of the Agreement, an updated version of Schedule 5.13 to the Agreement; and (ii) the Administrative Agent shall have reviewed and approved (in writing) the request for release and Pro Forma Compliance Certificate delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent's approval thereof; provided, further, that any approval of the Administrative Agent provided pursuant to this subclause (ii) shall lapse and be null and void sixty (60) days following the granting thereof if the applicable Guarantor has not, on or prior to the completion of such period, met the criteria for qualification as an Exempt Subsidiary. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that: (A) upon such release the Loan Parties (1) will on a pro forma basis continue to comply with the financial covenants contained in Section 7.11 hereof, and the financial covenants contained in each of the indentures or other agreements relating to any publicly issued debt securities of any Consolidated Party, and (2) will be in compliance with each of the covenants set forth in Articles VI and VII of the Agreement at all times following such release, (B) following such release, no Default or Event of Default will exist under the Credit Agreement or any of the other Loan Documents, or if any Default or Event of Default will exist, the nature and extent thereof and what action the Loan Parties propose to take with respect thereto will be specified, and (C) attached pursuant to Section 5.13 of the Agreement, is an updated version of Schedule 5.13 to the Agreement, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in subsection (b)(ii). Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder. (c) For purposes of clarification, (i) the Borrower may, at any time, elect to cause an Exempt Subsidiary to become a Guarantor hereunder, and (ii) as provided in the definition of the term “Unencumbered Assets,” no assets owned or held directly by any Exempt Subsidiary shall be included in any calculation involving the value of or income from Unencumbered Assets unless such Exempt Subsidiary is a Loan Party as of the date of such calculation.

Additional Guarantors. (a) The Credit Parties will cause each Subject to compliance with the provisions of their Material Domestic Subsidiaries paragraphs (c) and (d) of Clause 21.9 (“Know your customer” checks), the Borrower may request that any other Domestic Subsidiary that is required to Holdco Group Member or Group Member become party hereto as a Guarantor pursuant “Guarantor” (which Holdco Group Member or Group Member, subject to the definition of Material Domestic SubsidiarySecurity Principles, shall at the same time grant Transaction Security in accordance with the Security Principles and shall accede to the Intercreditor Agreement as a “Debtor” (as defined in the Intercreditor Agreement)). (b) Without prejudice to Clause 23.45 (Conditions subsequent: hedging and security) and Clause 23.30 (Guarantors), whether newly formed, after acquired or otherwise existing the Borrower shall procure that: (including upon i) (if the formation of any Material Domestic Subsidiary that Wholly-Own Time has occurred) each Offshore Group Member which is a Division Successor) Material Company shall, subject to promptly (the Security Principles, as soon as reasonably practicable and in any event within 45 90 days after of becoming a Material Company (or, if such Offshore Group Member is a Material Company as at the Wholly-Own time, within 90 days of the Wholly-Own time), become party hereto as a “Guarantor” and party to the Intercreditor Agreement as a “Debtor” (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or defined in the LBO Intercreditor Agreement); and (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary each Obligor shall grant Transaction Security over its assets in accordance with the Security Principles promptly (or, in the case of any event within 90 days) upon such Obligor’s becoming an Obligor and (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder subject to Transaction Security) as of the end soon as reasonably practicable upon acquisition of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearasset. (c) In connection with A Holdco Group Member or a Group Member (“Proposed Additional Guarantor”) shall become party hereto as a “Guarantor” if: (i) the foregoing Sections 5.10(a) Borrower and (b), the Credit Parties shall such Proposed Additional Guarantor deliver to the Administrative AgentFacility Agent a duly completed and executed Accession Deed (in respect of the accession of such Proposed Additional Guarantor as a “Guarantor”); and (ii) the Facility Agent has received, with respect or waived the requirement to receive, all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Proposed Additional Guarantor, each new Guarantor in form and substance satisfactory to the Facility Agent (acting reasonably). (d) The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received, or waived the requirement to receive, (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to a Proposed Additional Guarantor. (e) Other than to the extent applicable, substantially that the same documentation required pursuant Majority Lenders notify the Facility Agent in writing to Sections 4.1(b) – the contrary before the Facility Agent gives the notification described in paragraph (d) and above, the Lenders authorize (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such other documents or agreements as the Administrative Agent may reasonably requestnotification.

Additional Guarantors. (a) The Credit Parties will cause each Ensure that, as of their Material Domestic Subsidiaries the Closing Date, the Consolidated Adjusted EBITDA constitutes at least 70% of the Group Adjusted EBITDA. (and any other Domestic Subsidiary that is required to become a Guarantor b) If, at the time of delivery of the annual financial statements pursuant to the definition of Material Domestic SubsidiarySection 6.01(a), whether newly formedthe Consolidated Adjusted EBITDA constitutes less than 70% of the Group Adjusted EBITDA as of the end of the fiscal year reflected in such financial statements, after acquired or otherwise existing (including upon Borrower Agent shall notify the formation of any Material Domestic Subsidiary that is a Division Successor) to Administrative Agent, and promptly thereafter (and in any event within 45 days after (as applicable) 30 days), cause one or more Qualifying Subsidiaries to (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder and under the Loan Documents by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), executing and delivering to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent a joinder agreement (in its reasonable discretion); providedform and substance reasonably satisfactory to the Administrative Agent) to this Agreement and the Guaranty contained hereunder or such other document as the Administrative Agent shall deem appropriate for such purpose, however, such that no Domestic Subsidiary shall be required after giving pro forma effect to become each joinder of a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary subsection (i) would be required to obtain a third-party consent in connection with b), the execution Consolidated Adjusted EBITDA constitutes at least 103 ▇▇▇▇▇ ▇▇▇▇▇▇ Credit and delivery Guaranty Agreement AMERICAS/2022758566.11 70% of a Joinder Agreementthe Group Adjusted EBITDA, and (ii) deliver to the execution Administrative Agent documents of the types referred to in clauses (ii) and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets of Section 4.01(a) and, to the extent reasonably requested by the Administrative Agent, opinions of counsel of such Qualifying Subsidiary (which shall cover, among other things, the legality, validity, binding effect and no or nominal business operations as enforceability of the end documentation referred to in the foregoing clause (i)), all in form, content and scope substantially similar to opinions referred to in clause (iv) of Section 4.01(a) and customary for transactions of this type (taking into account changes in law and in jurisdiction). For the avoidance of doubt, each designation of an additional Guarantor pursuant to this Section 6.12 shall be accompanied by a designation by the Board of Directors of Holdings making such fiscal yearGuarantor a Restricted Subsidiary for all purposes of this Agreement. (c) In addition, in the event of a Permitted Reorganization, upon the release of the Guaranty from Initial Holdings in connection therewith, its Replacement Entity, as specified by Parent to the Administrative Agent shall substantially simultaneously with such release (x) become a Guarantor by executing and delivering to the foregoing Sections 5.10(a) Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b), the Credit Parties shall y) deliver to the Administrative AgentAgent documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a) and, with respect to each new Guarantor to the extent applicablereasonably requested by the Administrative Agent, opinions of counsel of such Replacement Entity (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the foregoing clause (y)), all in form, content and scope substantially the same documentation required pursuant similar to Sections 4.1(bopinions referred to in clause (iv) – (dof Section 4.01(a) and such other documents or agreements as the Administrative Agent may reasonably requestcustomary for transactions of this type (taking into account changes in law and in jurisdiction)).

Additional Guarantors. Notify the Lender at the time that any Person, including any other Subsidiary, becomes a Material Domestic Subsidiary, and promptly thereafter (and in any event within forty-five (45) days), cause such Person to (a) The Credit Parties will cause each become a Guarantor by executing and delivering to the Lender a Joinder Agreement in the form set forth as Exhibit G attached hereto, and (b) deliver to the Lender documents of their the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions 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 Lender. In addition to the foregoing requirement that all Material Domestic Subsidiaries become Guarantors under the Guaranty, the Borrower agrees as follows: (i) immediately upon Financial Models Company Ltd. ("FMC Ltd."), a New York corporation (and any other presently a subsidiary of Target), becoming a direct Domestic Subsidiary that is required of the Borrower, the Borrower will cause FMC Ltd. to become a Guarantor pursuant to in the definition of Material Domestic Subsidiary)manner described in the preceding sentence, whether newly formed, after acquired or otherwise existing (including upon ii) in the formation event that at the end of any Material fiscal quarter the annual revenue of a Domestic Subsidiary that (not at such time a Guarantor) of the Borrower during the trailing twelve-month period is a Division Successor) to greater than $10,000,000, the Borrower shall promptly (and in any event within 45 days after forty-five (as applicable45) (idays) cause such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. in the manner described in the preceding sentence, and (biii) The Credit Parties will cause each of their Domestic Subsidiaries (including upon in the formation of any Domestic Subsidiary event that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of at the end of any fiscal year quarter the aggregate annual revenues of all Domestic Subsidiaries (beginning with not at such time Guarantors) of the fiscal year ending December 31Borrower during the trailing twelve month period is greater than $30,000,000, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement the Borrower shall promptly (and in any event within ninety forty-five (9045) days after the end of such fiscal year (days) cause one or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision more of such Domestic Subsidiary’s articles Subsidiaries to become Guarantors, in the manner described in the preceding sentence, such that (after giving effect to such guaranties) the aggregate annual revenues of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) all non-Guarantor Domestic Subsidiaries during the trailing twelve months period is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearless than $30,000,000. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Where Domestic Subsidiaries that are not Guarantors (and the “Non-Guarantor Domestic Subsidiaries”) shall at any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) time: (i) in any instance for any such Material Non-Guarantor Domestic Subsidiary is formed or acquired or Subsidiary, constitute more than fifteen percent (ii15%) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in of consolidated assets for the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder Consolidated Group as of the end of any the immediately preceding fiscal year quarter or generate more than fifteen percent (beginning with 15%) of consolidated revenues for the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after Consolidated Group for the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations four consecutive fiscal quarters ending as of the end of such the immediately preceding fiscal year.quarter, or (cii) In connection with in the foregoing Sections 5.10(aaggregate for all such Non-Guarantor Domestic Subsidiaries, constitute more than twenty percent (20%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than twenty percent (20%) of consolidated revenues for the Consolidated Group for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, (clauses (i) and (bii) immediately above, collectively, the “Domestic Threshold Requirement”), then the Credit Parties Company shall deliver to (A) notify the Administrative AgentAgent thereof within ten days after a Responsible Officer has knowledge thereof, and (B) within thirty days thereafter, (1) cause enough Domestic Subsidiaries to become a Domestic Guarantor by execution of a Guarantor Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Domestic Threshold Requirement and (2) deliver with respect to each new the Guarantor to the extent applicableJoinder Agreement such supporting resolutions, substantially the same incumbency certificates, corporate formation and organizational documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements opinions of counsel as the Administrative Agent may reasonably request. (b) Where Foreign Subsidiaries that are not Guarantors (the “Non-Guarantor Foreign Subsidiaries”) shall at any time in any instance for any such Non-Guarantor Foreign Subsidiary, constitute more than fifteen percent (15%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than fifteen percent (15%) of consolidated revenues for the Consolidated Group for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Foreign Threshold Requirement”), then the Company shall (A) notify the Administrative Agent thereof within ten days after a Responsible Officer has knowledge thereof, and (B) within thirty days thereafter, (1) cause enough Foreign Subsidiaries to become a Foreign Guarantor by execution of a Guarantor Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Foreign Subsidiaries shall not in any instance, or collectively, exceed the Foreign Threshold Requirement and (2) deliver with the Guarantor Joinder Agreement such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request; provided, that clause (b) of this Section shall not require the joinder of a Non-Guarantor Foreign Subsidiary as a Guarantor to the extent prohibited by applicable Law.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and If any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become Person becomes a Material Domestic Subsidiary (orother than an Excluded Subsidiary) after the Closing Date, in cause such Person to (a) become a Guarantor by executing and delivering to the case Administrative Agent a Joinder Agreement and (b) upon the request of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable sole discretion), deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent, in each case (x) become a Guarantor hereunder by way in the case of execution an Acquisition of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Person that would have been a Material Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any the period of the four fiscal year quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (beginning with the fiscal year ending December 31b) after giving effect to such Acquisition on a Pro Forma Basis, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety thirty (9030) days after the end of such fiscal year Acquisition (or such longer period of time as agreed to by the Administrative Agent may agree in its reasonable sole discretion) and (y) in all other cases, concurrent with the delivery of the Compliance Certificate for the first fiscal quarter end in which such Person is a Material Domestic Subsidiary (or such longer period as the Administrative Agent may agree in its sole discretion); providedprovided that if at any time all of the Domestic Subsidiaries that are Immaterial Subsidiaries and that are not Guarantors either contributed in the aggregate more than $2,500,000 of Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) or had in the aggregate more than $2,500,000 in assets as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) then the Borrower shall cause one or more of such Immaterial Subsidiaries to become Guarantors pursuant to, howeverand by the date required by, this Section 6.13 such that after giving effect thereto the foregoing thresholds are not exceeded. For the avoidance of doubt, no Domestic Excluded Subsidiary or Joint Venture that is not a Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement 6.13 or other comparable charter documents pledge assets under Section 6.14 or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearotherwise. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – –through (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (ap) The Credit Parties will cause each If any Person (other than an Exempt Subsidiary) becomes a Wholly-Owned Subsidiary of their Material Domestic Subsidiaries any Loan Party or if at any time any Person formerly qualifying as an Exempt Subsidiary as a result of clauses (and any other b), (c) or (d) of the definition thereof ceases to meet the requirements for qualification as an Exempt Subsidiary, the Borrower shall (i) if such Person is a Domestic Subsidiary that is required to become of a Guarantor pursuant to the definition of Material Domestic Subsidiary)Loan Party, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) cause such Person to promptly (and in any event within 45 fifteen (15) days after (from the date any such Person meets the requirements for becoming a Guarantor as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to set forth in this Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)6.12) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a Joinder Agreementfair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (bq) The Credit Parties Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent a Guarantor anticipates becoming or intends to become an Exempt Subsidiary and/or (y) the release of such Guarantor as a Guarantor hereunder would result in the cure of a Default and/or an Event of Default hereunder (and will cause each not, of their Domestic Subsidiaries itself or on a pro forma basis with respect to the financial covenants contained herein give rise to one or more other Defaults and/or Events of Default), the Borrower may request (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG)and, to the extent not already the conditions set forth below are met, obtain) a release of such Guarantor as a Guarantor hereunder as of the end of any fiscal year (beginning in accordance with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary following: (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties Borrower shall deliver to the Administrative Agent, with respect to each new Guarantor not less than ten (10) days and not more than forty-five (45) days prior to the extent applicableanticipated or intended release of a Guarantor hereunder, substantially a written request for release of the same documentation required pursuant applicable Guarantor and a Pro Forma Compliance Certificate of a Responsible Officer of the Borrower (or Parent) in form and substance reasonably acceptable to Sections 4.1(bthe Administrative Agent, (A) – demonstrating that upon such release the Loan Parties will on a pro forma basis continue to comply with (d1) the financial covenants contained in Section 7.11 and such (2) the financial covenants contained in each of the indentures or other documents or agreements as relating to any publicly issued debt securities of Borrower and/or Parent, in each case by a reasonably detailed calculation thereof (which calculation shall be in form reasonably satisfactory to the Administrative Agent may reasonably requestand which shall include, among other things, an explanation of the methodology used in such calculation and a breakdown of the components of such calculation), (B) stating that the Loan Parties will be in compliance with each of the covenants set forth in Articles VI and VII of the Agreement following such release, (C) stating that, to such Responsible Officer's knowledge, following such release, no Default or Event of Default will exist under the Agreement or any of the other Loan Documents, or if any Default or Event of Default will exist, specifying the nature and extent thereof and what action the Loan Parties propose to take with respect thereto, and (D) if applicable, attaching, pursuant to Section 5.13 of the Agreement, an updated version of Schedule 5.13 to the Agreement; and (ii) the Administrative Agent shall have reviewed and approved (in writing) the request for release and Pro Forma Compliance Certificate delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent's approval thereof; provided, further, that any approval of the Administrative Agent provided pursuant to this subclause (ii) shall lapse and be null and void sixty (60) days following the granting thereof if the applicable Guarantor has not, on or prior to the completion of such period, met the criteria for qualification as an Exempt Subsidiary. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that: (A) upon such release the Loan Parties (1) will on a pro forma basis continue to comply with the financial covenants contained in Section 7.11 hereof, and the financial covenants contained in each of the indentures or other agreements relating to any publicly issued debt securities of any Consolidated Party, and (2) will be in compliance with each of the covenants set forth in Articles VI and VII of the Agreement at all times following such release, (B) following such release, no Default or Event of Default will exist under the Credit Agreement or any of the other Loan Documents, or if any Default or Event of Default will exist, the nature and extent thereof and what action the Loan Parties propose to take with respect thereto will be specified, and (C) attached pursuant to Section 5.13 of the Agreement, is an updated version of Schedule 5.13 to the Agreement, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in subsection (b)(ii). Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder.

Additional Guarantors. (a) The Credit Parties will cause each Notify the Administrative Agent at the time that any Person becomes a Subsidiary of their Material Domestic Subsidiaries (the Parent, and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly thereafter (and in any event within 45 days after 30 days), (as applicablea) cause such Person to (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent documents of a Joinder Agreement. the types referred to in clauses Section 3.01(a)(viii), (ix) and (x) and favorable opinions 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 (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent and (iii) execute such other Security Documents as the Administrative Agent or any Revolving Lender may reasonably request, in each case to secure the Obligations and (b) The Credit Parties will cause each the stockholder of their Domestic Subsidiaries (including upon such Person to execute a Pledge Agreement pledging 100% of its interests in the formation Equity Interest of any Domestic such Person to secure the Obligations and such evidence of corporate authority to enter into and such legal opinions in relation to such Pledge Agreement as the Administrative Agent may reasonably request, along with share certificates pledged thereby and appropriately executed stock powers in blank; provided that, no new Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as controlled foreign corporation under Section 957 of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary Code shall be required to become a Guarantor pursuant to this Section 5.10(b) or enter into any Security Documents if such Domestic Guaranty or the entering into of such Security Documents would reasonably be expected to result in any material incremental income tax liability and the Parent or any Subsidiary (i) would domiciled in the United States that is an equity holder of a controlled foreign corporation under Section 957 of the Code shall only be required to obtain a third-party consent in connection with pledge 65% of the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision Equity Interest of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver controlled foreign corporation pursuant to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably requestapplicable Pledge Agreement.

Additional Guarantors. (a) The Credit Parties (other than the U.K. Borrower) will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)Subsidiaries, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 thirty (30) days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided, however, that (i) the Company may permit, at its option (other than as required pursuant to Section 5.10(b)), Foreign Subsidiaries to become Guarantors hereunder and (ii) no Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary shall be required to become a Guarantor pursuant hereunder. In connection therewith, the Credit Parties shall give notice to this Section 5.10(bthe Administrative Agent not less than thirty (30) if such Domestic days after creating a Subsidiary (i) would be that is required to obtain a third-party consent in connection with the execution and delivery of execute a Joinder Agreement, or acquiring the Equity Interests of any other Person that is required to execute a Joinder Agreement. The Credit Party Obligations shall be secured by, among other things and provided that the Equity Interests of such new Guarantor are owned by the Company or a Guarantor, a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Equity Interests of such new Guarantor and its Domestic Subsidiaries (ii) the execution and delivery other than any Domestic Subsidiary that is a Subsidiary of a Joinder Agreement Foreign Subsidiary) and 65% (or such higher percentage that would not reasonably be prohibited by a provision of expected to result in adverse tax consequences for such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iiinew Guarantor) is a shell company with nominal assets and no or nominal business operations as of the end voting Equity Interests and 100% (or such lower percentage that would not reasonably be expected to result in adverse tax consequences for such the Company) of such fiscal year. (c) the non-voting Equity Interests of its first-tier Foreign Subsidiaries. In connection with the foregoing Sections 5.10(a) and (b)foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (de), (i) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request. (b) The U.K. Borrower will cause each of its Subsidiaries which are organized under the laws of England and Wales (each a “Joined U.K. Subsidiary”), whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Joined U.K. Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a guarantor under the U.K. Guaranty by way of execution of a joinder agreement to the U.K. Guaranty in form and substance reasonably acceptable to the Administrative Agent. In connection therewith, the U.K. Borrower shall give notice to the Administrative Agent not less than thirty (30) days after creating a Joined U.K. Subsidiary, or acquiring the Equity Interests of any other Person that is required to become a Joined U.K. Subsidiary. The Obligations of the U.K. Borrower hereunder shall be secured by (provided that the Equity Interests of such Joined U.K. Subsidiary are owned by the U.K. Borrower or a U.K. Guarantor), a first priority perfected security interest in the Collateral of such Joined U.K. Subsidiary, a pledge of 100% of the Equity Interests of such Joined U.K. Subsidiary and a pledge of 100% of the Equity Interests of the French Subsidiary, in each case, in accordance with the requirements of Section 5.12. In connection with the foregoing, the U.K. Borrower shall deliver to the Administrative Agent, with respect to such Joined U.K. Subsidiary to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (e) and (i) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request. It is understood and agreed that in no event shall any Subsidiary of ▇▇▇▇▇▇▇▇▇ Technologies French Holding SNC be required to become a Joined U.K. Subsidiary.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. The Borrower shall cause (ax) The Credit Parties will cause each of their Material Domestic Subsidiaries any Person which becomes a Subsidiary (other than, subject to clause (z), any Foreign Subsidiary or any Immaterial Subsidiary) after the date hereof, (y) any Immaterial Subsidiary (other than, subject to clause (z), any Foreign Subsidiary) that ceases to be an Immaterial Subsidiary after the date hereof and (z) any Foreign Subsidiary and any other Domestic Immaterial Subsidiary that has entered into, or is required proposing to become enter into, a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation Guarantee of any Material Domestic Subsidiary other Debt of the Borrower or any of its Subsidiaries, including without limitation any New Subordinated Debt, any Other Refinancing Debt or any Debt of the Borrower described in clause (v) of the parenthetical set forth in Section 5.09 (other than, with respect to any Foreign Subsidiary, any Guarantee of any Debt of any of its Subsidiaries that is a Division SuccessorForeign Subsidiary) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in enter into the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Guarantee Agreement, (ii) become bound by the execution Pledge Agreement and delivery of a Joinder the Security Agreement would be prohibited by a provision of and, if applicable, enter into such Domestic Subsidiary’s articles of incorporationadditional agreements or instruments, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets each in form and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver substance satisfactory to the Administrative Agent, with respect as may be necessary or desirable in order to each new Guarantor grant a perfected first priority interest upon all of the Collateral purportedly pledged by such Subsidiary pursuant to the extent applicable, substantially Pledge Agreement and the same documentation required pursuant Security Agreement (subject to Sections 4.1(b) – (dLiens on such Collateral permitted by the last sentence of Section 5.06(a)) and (iii) deliver such certificates, evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other documents or agreements relating thereto as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, in each case within (x) ten days after the date on which the relevant event described in clauses (x), (y) or (z) occurs (or, if later, the date on which the Borrower must have satisfied the requirements set forth in Section 5.20), in the case of entering into the Guarantee Agreement and becoming bound by the Pledge Agreement and the Security Agreement and (y) within 30 days after the date on which the relevant event described in clauses (x), (y) or (z) occurs (or, if later, the date on which the Borrower must have satisfied the requirements set forth in Section 5.20), in the case of the other actions described in this Section.

Additional Guarantors. At least 10 days prior (ato the extent practicable, but in any event concurrently with any notice provided under a Working Capital Facility or Alternate Senior Credit Facility) The Credit Parties will cause each of their Material Domestic Subsidiaries (and to any other Person becoming a Domestic Subsidiary that is required to become of a Guarantor pursuant to Loan Party, notify the definition Agent in writing of Material Domestic Subsidiary)such event, whether newly formedand, after acquired or otherwise existing (including upon the formation within 30 days of any Material such Person becoming a Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) concurrently with any such Material Domestic Subsidiary is formed action under a Working Capital Facility or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (iiAlternate Senior Credit Facility), cause such longer period of time as agreed Person to by the Administrative Agent in its reasonable discretion)(a) become a Guarantor hereunder by way of execution of executing and delivering to the Agent a Joinder joinder agreement with respect to this Agreement and the Security and Pledge Agreement. , and/or such other documents as the Agent shall reasonably deem appropriate for such purpose, and (b) The Credit Parties will cause each deliver to the Agent documents of their Domestic Subsidiaries the types referred to in Section 4.01(c) and clause (including upon the formation iii) of any Domestic Subsidiary that is a Division Successor) (other than PMGSection 4.01(a), as well as favorable opinions 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 of the foregoing in form, content and scope reasonably satisfactory to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of Agent; provided that such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall not be required to become a Guarantor pursuant to this Section 5.10(bthe extent that (x) if any such Domestic Subsidiary action (ior the Lien or guarantee resulting therefrom) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by applicable Law or would result in material adverse tax consequences to the Loan Parties and its Subsidiaries or (y) the Agent and the Loan Parties reasonably determine that the cost of taking such action are excessive in relation to the value of the security afforded thereby, contemporaneously with any such Person becoming a provision of Domestic Subsidiary, in each case so long as such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement Subsidiary is also not be required to become a Guarantor under a Working Capital Facility or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearAlternate Senior Credit Facility. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by Notify the Administrative Agent in its reasonable discretion)at the time that any Person becomes a Domestic Subsidiary, and, to the extent such Person is a Material Subsidiary, immediately cause such Person to (a) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution of a Joinder Agreement. the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) The Credit Parties will cause each deliver to the Administrative Agent documents of their Domestic Subsidiaries the types referred to in clauses (including upon iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the formation legality, validity, binding effect and enforceability of any Domestic Subsidiary that is a Division Successor) the documentation referred to in clause (other than PMGa)), all in form, content and scope reasonably satisfactory to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31Administrative Agent. In addition, 2018)if, to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) 120 days after the end of such fiscal year any Reference Period, it is determined that either (or such longer period a) the aggregate revenue generated by all Domestic Subsidiaries which are not Guarantors, other than Worldzen and the Worldzen Subsidiaries, to exceed an amount equal to ten percent (10%) of time as agreed to the consolidated aggregate revenues generated by the Administrative Agent in Borrower and its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary Subsidiaries for the Reference Period most recently ended or (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (iib) the execution aggregate book value of the aggregate assets of all Domestic Subsidiaries which are not Guarantors, other than Worldzen and delivery the Worldzen Subsidiaries, to exceed ten percent (10%) of the then current book value of all assets of the Borrower and its Subsidiaries on a Joinder Agreement would be prohibited consolidated basis, then the Borrower shall, by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. 120 day period, require certain Domestic Subsidiaries which are not Guarantors to become Guarantors hereunder (c) In connection and otherwise comply with the foregoing Sections 5.10(aconditions of this Section 6.12) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicablenecessary to comply at all times with the preceding sentence, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably requestSubsidiary shall thereafter remain a Guarantor hereunder.

Additional Guarantors. On a quarterly basis, or more --------------------- often, if requested by the Agent and/or the Required Lenders, the Borrower shall give the Agent and the Lenders prompt written notification of (a) The Credit Parties will the formation or acquisition (provided that nothing in this Section shall be deemed to authorize or prohibit the acquisition of any entity) of any Subsidiary not listed on Schedule 6.1 and the purchase price therefor, (b) the transfer of ------------ assets to any Consolidated Company if notice thereof is required to be given pursuant to Section 7.7(m) and as a result thereof the recipient of such assets becomes a Subsidiary, and (c) the occurrence of any other event creating a new Subsidiary. On a quarterly basis, or more often if required by the Agent and/or the Required Lenders, Borrower shall deliver to the Agent copies of the Articles of Incorporation and bylaws of each new Material Subsidiary and shall cause such new Material Subsidiary to execute and deliver (i) a joinder to this Agreement in the form of Exhibit H attached hereto; (ii) a Supplement to Subsidiary --------- Guaranty Agreement in the form of Exhibit I attached hereto; (iii) a Negative --------- Pledge in the form of Exhibit J attached hereto; and (iv) a Supplement to --------- Contribution Agreement in the form of Exhibit K attached hereto, all in the --------- prescribed form or such other form and substance as may be satisfactory to the Agent and the Required Lenders. As used in this Section, Material Subsidiary shall not include a Foreign Subsidiary. If the Facilities are renewed, the Termination Date extended and this Agreement modified, amended and/or restated, at that time the Borrower shall cause each of their Material Domestic its then existing Subsidiaries which have not previously done so to execute and deliver the documents set forth in (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiaryi), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), iv) in the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably requestprevious sentence.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to Concurrent with the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation acquisition of any Material Domestic Subsidiary and within thirty (30) days (or such later date as the Administrative Agent may agree in writing) after any Domestic Subsidiary that is not a Division Successor) to promptly (and in any event within 45 days after (as applicable) Domestic Loan Party becomes a Material Domestic Subsidiary: (i) such Material Domestic Subsidiary is formed notify the Administrative Agent thereof in writing, together with the (A) jurisdiction of organization, (B) number of shares of each class of Equity Interests outstanding, and (C) number and percentage of outstanding shares of each class owned (directly or acquired indirectly) by the Parent or any Subsidiary; and (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material cause such Domestic Subsidiary (orother than any SPV) to (A) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Domestic Guarantor Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, in and (B) upon the case request of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable sole discretion)) become a Guarantor hereunder by way , deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of execution of a Joinder Agreement.counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (b) The Credit Parties will cause each of their Domestic Subsidiaries Within thirty (including upon 30) days (or such later date as the formation Administrative Agent may agree in writing) after the acquisition of any Domestic Material Foreign Subsidiary or any Foreign Subsidiary that is not a Division SuccessorForeign Loan Party becomes a Material Foreign Subsidiary: (i) notify the Administrative Agent thereof in writing, together with the (A) jurisdiction of organization, (B) number of shares of each class of Equity Interests outstanding, and (C) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Parent or any Subsidiary; and (ii) cause such Foreign Subsidiary (other than PMGany SPV) to (A) guaranty the Foreign Obligations by executing and delivering to the Administrative Agent a guaranty agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose (each a “Foreign Subsidiary Guaranty Agreement”), to and (B) upon the extent not already a Guarantor hereunder as request of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, if it is unlawful for a Material Foreign Subsidiary to become a Foreign Guarantor or if becoming a Foreign Guarantor would result in personal liability to the directors or other management of the Parent or any Subsidiary, such Material Foreign Subsidiary shall not be required to become a Foreign Guarantor. However, as soon as practicable, the Parent and its Subsidiaries shall take any reasonable discretionsteps available to them to avoid any such unlawfulness or personal liability (including by complying with any procedure under any law such as under section 208(1)(a) or section 260B of the Corporations Act (Commonwealth of Australia) or by agreeing to a limit on the amount guaranteed). Before taking any steps, the Loan Parties must obtain the consent of the Administrative Agent. If any Foreign Subsidiary becomes a Foreign Guarantor pursuant to this Section 7.12(b) but at any time thereafter is no longer a Material Foreign Subsidiary, such Foreign Subsidiary may, upon written notice to the Administrative Agent, elect to terminate its guarantee; provided, however, provided that no Domestic if such Foreign Subsidiary at any time thereafter becomes a Material Foreign Subsidiary it shall be required to become comply with Section 7.12(b). (c) If any Subsidiary that is not a Guarantor provides a Guarantee in respect of any Subordinated Indebtedness issued by, or Guaranteed by, any Loan Party, such Subsidiary shall, concurrent with providing the Guarantee in respect of such Subordinated Indebtedness, (i) provide a Guarantee of such Loan Party’s obligations under the Loan Documents by executing and delivering to the Administrative Agent a guaranty agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent. (d) Any Subsidiary that becomes a Guarantor pursuant to this Section 5.10(b7.12 shall, upon request of any Lender, deliver to such Lender such know your customer (KYC) if information that such Domestic Subsidiary (i) would be Lender is required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearunder applicable Laws. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries As soon as practicable (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and but in any event within 45 30 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to approved by the Administrative Agent in its reasonable sole discretion) following the earlier of (x) the delivery of financial statements referred to in Section 6.01(a) or (b)) , as applicable, with respect to any fiscal quarter in which such Person has become a Guarantor hereunder Material Subsidiary, or (y) any Investment in, Disposition of assets by way the Borrower or any Subsidiary to, or Acquisition that results in such Person becoming a Material Subsidiary), cause each Person that becomes a Material Subsidiary (other than a Special Purpose Finance Subsidiary) to deliver to the Administrative Agent each of execution the following: (i) a Guaranty Joinder Agreement duly executed by such Subsidiary; (ii) current copies of a Joinder Agreementthe documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) with respect to such Subsidiary, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect, all in form and substance satisfactory to the Administrative Agent; and (iii) if requested by the Administrative Agent, opinions of counsel to such Subsidiary with respect to the documents delivered and the transactions contemplated by this Section 6.12(a) substantially similar in form and substance to the opinion of counsel delivered pursuant to Section 4.01(a)(v) or otherwise acceptable to the Administrative Agent. (b) The Credit Parties will cause each of their Domestic Subsidiaries As soon as practicable (including upon the formation of but in any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement event within ninety (90) 30 days after the end of such fiscal year (or such longer period of time as agreed to approved by the Administrative Agent in its reasonable sole discretion) following the earlier of (x) the delivery of financial statements referred to in Section 6.01(a) or (b); provided, howeveras applicable, with respect to any fiscal quarter in which such event occurs, or (y) any Investment by or Disposition of assets by the Borrower or any Subsidiary or Acquisition that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if results in any such Domestic Subsidiary event), (i) would be required to obtain a third-party consent notify the Administrative Agent if in connection with excess of 15% of Consolidated Domestic Assets are owned by, or in excess of 15% of Consolidated EBITDA in any fiscal year is contributed by, Domestic Subsidiaries which are not Guarantors (excluding for the execution and delivery purpose of a Joinder Agreementsuch calculation any Special Purpose Finance Subsidiary), and, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of cause such Domestic Subsidiary’s articles Subsidiaries as are necessary to eliminate such excess to deliver to the Administrative Agent each of incorporation, bylaws, operating agreement or other comparable charter documents or the items described in clauses (i) through (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearSection 6.12(a) above. (c) In connection with Notify the foregoing Sections 5.10(a) Administrative if at any time any Subsidiary of the Borrower which is not a Guarantor Guarantees any Indebtedness of the Borrower and as soon as practicable (bbut in any event within 30 days), the Credit Parties shall cause such Subsidiary to deliver to the Administrative Agent, with respect to Agent each new Guarantor to of the extent applicable, substantially the same documentation required pursuant to Sections 4.1(bitems described in clauses (i) – through (diii) and such other documents or agreements as the Administrative Agent may reasonably requestof Section 6.12(a) above.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly As soon as practicable (and in any event within 45 days 30 days) following the Acquisition or creation of any Subsidiary by the Borrower or any Subsidiary after (as applicable) (i) such Material Domestic Subsidiary the Effective Date which is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 not already a Guarantor and which demonstrate that is not a Domestic Subsidiary has become a Material Domestic Subsidiary (orNon-Obligor, in the case of (i) or (ii), such longer period of time as agreed to by Borrower shall notify the Administrative Agent in its reasonable discretion)) and thereafter cause such Subsidiary to become a Guarantor hereunder by way executing an Assumption Agreement in the form of execution of a Joinder AgreementExhibit 1 to the Guaranty to the extent permissible under Applicable Law. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of If any Domestic Subsidiary that is a Division Successor) (other than PMG)Non-Obligor or Non-Obligors, to the extent not already a Guarantor hereunder as applicable, of the end type referred to in (i) clause (a)(i) of the definition of "Non-Obligor" ceases to be dormant and/or becomes a wholly owned Subsidiary, as applicable, at any fiscal year time, (beginning with ii) clause (b)(i)(w) of the fiscal year ending December 31definition of "Non-Obligor" has a total asset value of greater than $1,000,000 at any Fiscal Quarter end, 2018)(iii) clause (b)(ii)(y) of the definition of "Non-Obligor" has a total asset value greater than $15,000,000 at any Fiscal Quarter end, or (iv) clause (b)(i)(x) or clause (b)(ii)(z) of the definition of "Non-Obligor" has a combined total asset value greater than $50,000,000 in the aggregate at any Fiscal Quarter end, then, in any case, the Borrower shall notify the Administrative Agent thereof within 30 days thereof and thereafter cause such Subsidiary or Subsidiaries, as the case may be, to become a Guarantor hereunder by way executing an Assumption Agreement in the form of execution Exhibit 1 to the Guaranty to the extent permissible under Applicable Law, it being understood in the case of a Joinder Agreement within ninety clause (90iv) days after the end of that only such fiscal year (Subsidiary or such longer period of time Subsidiaries as agreed to selected by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary Borrower as may be necessary to cause combined total asset value to not exceed $50,000,000 shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent Guarantors. In addition, in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as each of the end foregoing cases, the Borrower shall cause such Subsidiary to provide the Administrative Agent with such additional instruments or documents, including opinions of such fiscal year. counsel (c) In connection with which shall cover, among other things, the foregoing Sections 5.10(a) legality, validity, binding effect and (benforceability of the Assumption Agreement), certified resolutions, incumbency certificates, third party consents and other evidences of authority, with respect to such Subsidiary's ratification of, and assumption of all obligations under, the Credit Parties Guaranty, as the Administrative Agent shall deliver reasonably request and all in form, content and scope reasonably satisfactory to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. In the event that (a) The Credit Parties will cause each at any date (the "APPLICABLE DATE") the book value of their Material Domestic Subsidiaries (and the assets of any other Wholly-Owned Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic (other than an Unrestricted Subsidiary), whether newly formedformed or acquired before or after the date hereof and whether or not existing on the date hereof, after acquired constitutes more than 5% of the combined book value at such date of the assets of Borrower and the Subsidiaries (other than Unrestricted Subsidiaries), (b) on any date any Subsidiary (other than an Unrestricted Subsidiary) shall guarantee any Indebtedness of Borrower or otherwise existing any Subsidiary or (including upon the formation of c) any Material Wholly-Owned Domestic Subsidiary that is acquires any Fleet Rig owned or leased by Borrower or any Subsidiary on the Effectiveness Date, Borrower shall cause each such Subsidiary (unless already a Division Successor) to promptly (and in any event within 45 days after (as applicableGuarantor) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (ia) or (ii)above, such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) 50 days after the end of the fiscal quarter in which such fiscal year Applicable Date occurs; PROVIDED, HOWEVER, that if on any Applicable Date the book value of the assets of any Wholly-Owned Domestic Subsidiary (excluding Investments in Borrower or any Subsidiary other than an Unrestricted Subsidiary) constitutes more than 20% of the combined book value at such longer period date of time as agreed the assets of Borrower and the Subsidiaries (other than any Unrestricted Subsidiary) then within 10 days of the first date on which such 20% threshold is met, (ii) in the case of (b) above, within five Business Days and (iii) in the case of (c) above, within five Business Days of the first date on which any such Wholly-Owned Subsidiary acquires any such Fleet Rig, to by execute and deliver to the Administrative Agent in its reasonable discretion)a counterpart of the Guaranty; providedPROVIDED, howeverHOWEVER, that no Domestic Unrestricted Subsidiary shall be required to become be a Guarantor pursuant to this Section 5.10(b) if such Domestic unless it is a guarantor of any Indebtedness of Borrower or of any Subsidiary (other than of an Unrestricted Subsidiary); PROVIDED, FURTHER, HOWEVER, that (i) would be required to obtain a third-party consent in connection the event that all of the Capital Stock of any Guarantor owned by Borrower or any Subsidiary is sold or otherwise disposed of or liquidated in compliance with the execution requirements of Section 8.02 hereof (whether in a single transaction or in a series of related transactions and delivery whether by merger, consolidation or otherwise) (or such sale or other disposition has been approved in writing by the Required Banks (or all Banks if required by Section 12.12)), other than any such sale, disposition or liquidation to Borrower or any Subsidiary, such Guarantor shall be released from the Guaranty and the Guaranty shall, as to such Guarantor, terminate, and have no further force or effect (it being understood and agreed that the sale of any Person that owns, directly or indirectly, the Capital Stock of any Guarantor shall be deemed to be a Joinder Agreement, sale of such Guarantor) and (ii) in the execution event that any Guarantor shall be designated an Unrestricted Subsidiary pursuant to and delivery of a Joinder Agreement would be prohibited by a provision of in accordance with Section 8.05(b) hereof, then such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or Guarantor (iii) unless it is a shell company with nominal assets guarantor of any Indebtedness of Borrower or of any Subsidiary (other than of an Unrestricted Subsidiary)) shall be released from the Guaranty and the Guaranty shall, as to such Guarantor, terminate, and have no further force or nominal business operations as effect. The Administrative Agent and each Bank agree that Borrower may, on behalf of any Subsidiary released from the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b)Guaranty, the Credit Parties shall deliver to require the Administrative Agent, with respect at the expense of Borrower, to each new Guarantor execute and deliver to Borrower, for the extent applicablebenefit of any Person, substantially the same documentation required pursuant to Sections 4.1(b) – (d) a written release, disclaimer, termination or quitclaim, and such other release documents or agreements as Borrower may reasonably request to evidence such termination, and each Bank authorizes the Administrative Agent may reasonably requestto execute and deliver such release, disclaimer, termination and other documents on behalf of such Bank without any further action by any Bank. For avoidance of doubt, the Subsidiaries' undertakings under the Indenture or the Security Documents, each as in effect on the date hereof, shall not for purposes of this Section 7.11 constitute a guarantee of Indebtedness of Borrower or any Subsidiary.

Additional Guarantors. Promptly notify the Agent at the time that any Person becomes a Subsidiary, and cause any such Person that is a wholly-owned Subsidiary of the Borrower that is a Restricted Subsidiary (other than an Excluded Subsidiary) to (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly thereafter (and in any event within 45 days after thirty (30) Business Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as applicablethe case may be, or such later date as the Agent may agree) (i) become a Guarantor by executing and delivering to the Agent a Joinder Agreement or such Material Domestic Subsidiary is formed or acquired or other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) financial statements are delivered pursuant ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral (other than any Real Estate) to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii4.1(a), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries promptly thereafter (including upon the formation of and in any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement event within ninety (90) days after the end of such fiscal year Person becoming a Subsidiary or a Restricted Subsidiary (other than an Excluded Subsidiary), as the case may be, or such longer period of time later date as agreed to by the Administrative Agent in its reasonable discretionmay agree); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s Material Real Estate to secure the Obligations and take such actions as may be required under the Security Documents to obtain a third-party consent perfect such Lien and (ii) if reasonably requested by the Agent, deliver customary mortgages, title insurance, consents, approvals, estoppels, tenant subordination agreements, surveys, flood hazard determinations and other customary documentation related to such Real Estate and, (c) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the execution and delivery of a Joinder Agreement, foregoing clauses (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(aa) and (b), the Credit Parties shall deliver in each case in form, content and scope reasonably satisfactory to the Administrative Agent, . In no event shall compliance with respect this Section 6.11 waive or be deemed a waiver or consent to each new Guarantor any transaction giving rise to the extent applicable, substantially the same documentation required pursuant need to Sections 4.1(b) – (d) and comply with this Section 6.11 if such other documents or agreements as the Administrative Agent may reasonably requesttransaction was not otherwise expressly permitted by this Agreement.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries Promptly (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)and, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event event, within 45 30 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered notice pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or6.02(g)) after any Person’s becoming an Eligible Subsidiary, in the case of cause such Person to (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and (ii) deliver to the Administrative Agent documents of a Joinder Agreementthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions 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 (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Credit Parties will In the event that Non-Eligible Subsidiaries at any time have, in the aggregate, (i) total revenues constituting 10% or more of the total revenues of the Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 10% or more of the total assets of the Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) cause each one or more of their Domestic such Non-Eligible Subsidiaries to become Guarantors in the manner set forth in Section 6.12(a), such that, after such Subsidiaries become Guarantors, Non-Eligible Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (including upon the formation of any Domestic i) and (ii) above; provided that no Subsidiary that is not a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) doing so would be required to obtain result in adverse tax consequences for the Borrower and its Subsidiaries, taken as a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearwhole. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties Borrower and each Guarantor must ensure that at all times (1) the Guarantors comprise members of the Consolidated Group which, at all times, together with the Borrower, own at least 95% of total gross assets of the Consolidated Group and earn at least 95% of EBITDA of the Consolidated Group; and (2) each Material Subsidiary is a Guarantor, (the Guarantee Criteria). (b) The Guarantee Criteria will cause be tested within 30 days of each Calculation Date and shall be based on the latest Financial Reports of their Material Domestic the Consolidated Group provided under clause 10.1. (c) If at any time the Guarantee Criteria are not met, the Borrower and, prior to the US Repayment Date, US Bidco must ensure that sufficient Subsidiaries of the Borrower and US Bidco and Consolidated Group Members become Guarantors for the purposes of this agreement and comply with this clause 13.18 so as to ensure compliance with the Guarantee Criteria within 10 Business Days (and any other Domestic or 25 Business Days if it is necessary for the relevant Subsidiary that to comply with the procedure set out in section 260B of the Corporations Act). (d) An Entity which is required to become a Guarantor pursuant must, within the time frames contemplated in clause 13.18(c): (1) execute and deliver to the definition Mezzanine Agent an officer’s certificate in the relevant form of Material Domestic Subsidiaryschedule 4 in respect of that Guarantor and, if it is organized under the laws of any jurisdiction within the United States of America, a solvency certificate; (2) execute and deliver to the Security Trustee an “Accession Deed (Security Provider)” under and as defined in the Security Trust Deed; (3) execute and deliver to the Mezzanine Agent a certificate from two directors of the Guarantor confirming that guaranteeing the Secured Moneys would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded and, unless it is organised under the laws of any jurisdiction within the United States of America (in relation to whom a solvency certificate has been provided under clause 13.18(d)(1)), whether newly formedconfirming that the entity is, and after acquired or otherwise existing giving the New Securities (including upon as defined below) will be, able to pay its debts as they become due from its own money; (4) execute and deliver to the formation Mezzanine Agent a Guarantee Assumption Agreement and, if it is organized under the laws of any Material Domestic Subsidiary jurisdiction within the United States of America, a joinder agreement to the US Guarantee and to the US Security Agreement; (5) execute and deliver to the Security Trustee the following Encumbrances: (A) a fixed and floating charge over all its assets and undertaking in substantially the same form as the Deeds of Charge (or appropriate form for the jurisdiction in which it is organised or incorporated), or, if it is organised under the laws of any jurisdiction within the United States of America, a joinder agreement to the US Security Agreement; and (B) a real property mortgage over all real property held by it substantially the same form as the Property Mortgages (or appropriate form for the jurisdiction in which that real property is located and for the form of real property interest held) except that it will not be required to grant a Division Successor) to promptly (and in real property mortgage over any event within 45 days after (as applicable) Leasehold Interest where either: (i) the consent of the landlord under that Leasehold Interest is required in relation to the grant of that legal or statutory mortgage to the Security Trustee under the terms of the relevant Leasehold Interest and such Material Domestic Subsidiary is formed or acquired or consent has not been obtained; or (ii) financial statements are delivered pursuant that Leasehold Interest is subject to Section 5.1 which demonstrate an Existing Westpac Lease Mortgage and has made such amendments to that a Domestic Subsidiary has become a Material Domestic Subsidiary Existing Westpac Lease Mortgage as agreed between the Borrower and the Mezzanine Agent prior to Financial Close and that Existing Westpac Lease Mortgage forms part of the “Trust Fund” under the Security Trust Deed, to secure, the Secured Moneys (the New Securities); (6) duly stamp each document referred to in this clause 13.18 or, if it does not duly stamp them, it must provide evidence satisfactory to the Mezzanine Agent that those documents will be duly stamped (including cheques or other means of payment satisfactory to the Mezzanine Agent for the appropriate stamp duties payable in amount and in number to allow the case Mezzanine Agent (or its counsel) to attend to stamping of (i) or (iithose documents), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement.; (b7) The Credit Parties will cause each of their Domestic Subsidiaries give to the Mezzanine Agent all duly completed forms, notices and other documents required to register or file with the appropriate Government Agency any document referred to in this clause 13.18; (including upon 8) deliver to the formation Mezzanine Agent a copy of any Domestic Subsidiary that Authorisation which is a Division Successor) (other than PMG), required in relation to the extent not already execution, delivery and performance by a Guarantor hereunder as it of the end Guarantee Assumption Agreement and any other Transaction Documents to which it is expressed to be a party and the transactions contemplated by those documents and in relation to the validity and enforceability of any fiscal year (beginning with those documents; and other document, opinion or assurance which the fiscal year ending December 31, 2018), Mezzanine Agent considers to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent necessary in connection with the execution entry into and delivery the performance of a Joinder Agreement, (ii) the execution transactions contemplated by the Guarantee Assumption Agreement and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or any other comparable charter documents or (iii) Mezzanine Finance Document to which it is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year.party; (c9) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor Mezzanine Agent a legal opinion from legal advisors reasonably acceptable to the extent Mezzanine Agent in Australia and in its jurisdiction of incorporation dealing with execution, legal and binding obligations, compliance with Corporations Act (or other relevant legislation and including any structural or whitewash issues where applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements matters as the Administrative Mezzanine Finance Parties may reasonably require; (10) deliver to the Security Trustee all documents and evidence of title to the property to be charged or mortgaged by the New Securities and blank transfers of any Marketable Securities forming part of its Secured Property; (11) deliver to the Mezzanine Agent evidence of ratification by each shareholder of that Entity of its giving the New Securities and executing the Guarantee Assumption Agreement and the signing and delivery of any other Mezzanine Finance Document to which that Entity is a party and the observance of its obligations under those documents (unless all its shareholders are already Transaction Parties, in which case that ratification will be taken to be satisfied by virtue of clause 1.8); (12) delivers to the Mezzanine Agent certified copies of certificates of currency for insurances to evidence that it has complied with clause 10.25; and (13) do everything that the Mezzanine Agent may reasonably requestrequest to ensure the enforceability of its obligations as a Guarantor and a Security Provider and as a “Security Provider” under both the Security Trust Deed and the Intercreditor Deed. (e) All documentation provided to the Mezzanine Agent under clause 13.18(d) must be in a form and substance satisfactory to the Mezzanine Agent (acting reasonably). (f) Each Transaction Party must take all steps necessary to ensure that the accession of the relevant Entity as a Guarantor does not violate any law, result in any adverse tax event or cause breach of any obligation under a Mezzanine Finance Document or any other obligation to any other person to which it is bound.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)Subsidiaries, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 thirty (30) days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired (or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. ; provided, however, (a) the Borrower may permit, at its option, Foreign Subsidiaries to become Guarantors hereunder and (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any no Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution Subsidiary of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Foreign Subsidiary shall be required to become a Guarantor pursuant hereunder. In connection therewith, the Credit Parties shall give notice to this Section 5.10(bthe Administrative Agent not less than thirty (30) if days after creating a Subsidiary, or acquiring the Equity Interests of any other Person. The Credit Party Obligations shall be secured by, among other things and provided that the Equity Interests of such new Guarantor are owned by the Borrower or a Guarantor, a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Equity Interests of such new Guarantor and its Domestic Subsidiaries (other than any Domestic Subsidiary (i) would be required to obtain that is a third-party consent in connection with the execution and delivery Subsidiary of a Joinder Agreement, Foreign Subsidiary) and 65% (iior such higher percentage that would not reasonably be expected to result in adverse tax consequences for such new Guarantor) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end voting Equity Interests and 100% (or such lower percentage that would not reasonably be expected to result in adverse tax consequences for such the Borrower) of such fiscal year. (c) the non-voting Equity Interests of its first-tier Foreign Subsidiaries. In connection with the foregoing Sections 5.10(a) and (b)foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (de), (i) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties Borrowers and each Guarantor must ensure that at all times (1) the Guarantors comprise members of the Consolidated Group which, at all times, together with the Borrowers, own at least 95% of total gross assets of the Consolidated Group and earn at least 95% of EBITDA of the Consolidated Group; and (2) each Material Subsidiary is a Guarantor, (the Guarantee Criteria). (b) The Guarantee Criteria will cause be tested within 30 days of each Calculation Date and shall be based on the latest Financial Reports of their Material Domestic the Consolidated Group provided under clause 11.1. (c) If at any time the Guarantee Criteria are not met, the Borrower must ensure that sufficient Subsidiaries of the Borrowers and Consolidated Group Members become Guarantors for the purposes of this agreement and comply with this clause 14.18 so as to ensure compliance with the Guarantee Criteria within 10 Business Days (and any other Domestic or 25 Business Days if it is necessary for the relevant Subsidiary that to comply with the procedure set out in section 260B of the Corporations Act). (d) An Entity which is required to become a Guarantor pursuant to must, within the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and time frames contemplated in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement.clause 14.18(c): (b1) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution execute and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative AgentSenior Agent an officer’s certificate in the relevant form of schedule 4 in respect of that Guarantor and, with respect to each new Guarantor if it is organized under the laws of any jurisdiction within the United States of America, a solvency certificate; (2) execute and deliver to the extent applicableSecurity Trustee an “Accession Deed (Security Provider)” under and as defined in the Security Trust Deed; (3) execute and deliver to the Senior Agent a certificate from two directors of the Guarantor confirming that guaranteeing the Secured Moneys would not cause any borrowing, substantially guaranteeing or similar limit binding on it to be exceeded and unless it is organized under the same documentation required pursuant laws of any jurisdiction within the United States of America (in relation to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.whom a solvency certificate has been provided under

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries [Reserved] (and any other Domestic Subsidiary that is required to become a Guarantor b) Loan Guarantees existing on or granted after the Effective Date pursuant to Section 5.14 of this Agreement shall be released as set forth in Section 12 of the definition Facility Guaranty. (c) Notwithstanding the foregoing, the Borrower shall not be obligated to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent and for so long as the Incurrence of Material Domestic Subsidiary)such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, whether newly formed, after acquired directors or otherwise existing (including upon except in the formation case of any Material Domestic a Restricted Subsidiary that is a Division Successorpartnership) to promptly (and in any event within 45 days after (as applicable) (i) shareholders of such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Restricted Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Restricted Subsidiary that is a Division Successorpartnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than PMG)reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, to the extent not already a Guarantor hereunder as of the end of or any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor measures pursuant to this Section 5.10(b4.15(c)(1) if such Domestic Subsidiary (i) would be required to obtain a third-party consent undertaken in connection with the execution and delivery with, such Guarantee, which in any case under any of a Joinder Agreementclauses (1), (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a2) and (b), the Credit Parties shall deliver 3) of this Section 4.15(c) cannot be avoided through measures reasonably available to the Administrative AgentBorrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Effective Date (or if later, with respect on the date such entity becomes a Restricted Subsidiary) that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to each new Guarantor provide all or any portion of the funds utilized to consummate the extent applicable, substantially the same documentation required transaction or series of related transactions pursuant to Sections 4.1(bwhich such Person became a Restricted Subsidiary); provided that this Section 4.15(c)(4) – (d) and applies only for so long as such other documents or agreements as the Administrative Agent may reasonably requestprepayment premium applies to such Indebtedness.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (As soon as practicable and in any event within 45 thirty (30) days after any Person becomes a Subsidiary of the Borrower following the Closing Date, the Borrower shall (as applicablea) provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the ownership of such Person, (b) if such Person is a Domestic Subsidiary, (i) cause such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant Person to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed execute and deliver to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of cause such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall Person to deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements documentation as the Administrative Agent may reasonably requestrequest in connection with the foregoing, which documentation may include, without limitation, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above) and other items of the types required to be delivered pursuant to Sections 5.1(d) and 5.1(g), all in form, content and scope reasonably satisfactory to the Administrative Agent, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the capital stock of such Person, together with undated stock transfer powers executed in blank, to secure the obligations of the Credit Parties under the Credit Documents, and (c) if such Person is a direct Foreign Subsidiary of a Credit Party, (i) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 66% (or such greater percentage which would not result in material adverse tax consequences) of the issued and outstanding capital stock entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of such Person to secure the obligations of the Credit Parties under the Credit Documents, and (ii) cause such Person to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, which documentation may include, without limitation, certified resolutions and other organizational and authorizing documents of such Person, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above).

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)Subsidiaries, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 thirty (30) days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired (or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. . In addition, if the Domestic Subsidiaries of the Borrower that are not Guarantors (the “Non-Guarantor Domestic Subsidiaries”) shall, as of the last day of any fiscal quarter of the Borrower, collectively (a) generate more than 10% of Consolidated EBITDA for the four (4) fiscal quarter period ending as of such date or (b) The Credit Parties will own more than 10% of the Consolidated Assets as of such date (clause (a) and (b), the “Additional Guarantor Criteria”), then the Borrower shall cause each one or more of their such Non-Guarantor Domestic Subsidiaries to promptly (including upon the formation of and in any Domestic Subsidiary that is a Division Successorevent within thirty (30) (other than PMG), to the extent not already a Guarantor hereunder as of days after the end of any the applicable fiscal year (beginning with quarter of the fiscal year ending December 31, 2018), to Borrower) become a Guarantor Guarantors hereunder by way of execution of a Joinder Agreement within ninety Agreements so that, after such Non-Guarantor Domestic Subsidiaries become Guarantors, neither of the Additional Guarantor Criteria will be met. In connection with the foregoing, the Credit Parties shall give notice to the Administrative Agent not less than ten (9010) days after the end of such fiscal year creating a Domestic Subsidiary (or such longer larger period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary or acquiring a majority of the Capital Stock of any other Person. The Credit Party Obligations shall be required to become secured by, among other things, a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent first priority perfected security interest in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision Collateral of such Domestic Subsidiary’s articles new Guarantor and a pledge of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as 100% of the end Capital Stock of such fiscal year. (c) new Guarantor and its Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries to the extent set forth in, and as provided in, the Security Documents. In connection with the foregoing Sections 5.10(a) and (b)foregoing, the Credit Parties shall shall, except to the extent, if any, waived by the Administrative Agent, deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (df) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries Promptly (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)and, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event event, within 45 thirty (30) days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered notice pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or6.02(h)) after any Person’s becoming an Eligible Subsidiary, in the case of cause such Person to (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and (ii) deliver to the Administrative Agent documents of a Joinder Agreementthe types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions 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 (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Credit Parties will In the event that Non-Eligible Subsidiaries at any time have, in the aggregate, (i) total revenues constituting ten percent (10%) or more of the total revenues of the Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting ten percent (10%) or more of the total assets of the Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within thirty (30) days after such time) cause each one or more of their Domestic such Non-Eligible Subsidiaries to become Guarantors in the manner set forth in Section 6.12(a), such that, after such Subsidiaries become Guarantors, Non-Eligible Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (including upon the formation of any Domestic i) and (ii) above; provided that no Subsidiary that is not a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) doing so would be required to obtain result in adverse tax consequences for the Borrower and its Subsidiaries, taken as a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearwhole. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties (other than the U.K. Borrower) will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)Subsidiaries, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 thirty (30) days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired (or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. ; provided, however, (bi) The Credit Parties will cause each of their Domestic the Company may permit, at its option (other than as required pursuant to Section 5.10(b)), Foreign Subsidiaries to become Guarantors hereunder and (including upon the formation of any ii) no Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution Subsidiary of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Foreign Subsidiary shall be required to become a Guarantor pursuant hereunder. In connection therewith, the Credit Parties shall give notice to this Section 5.10(bthe Administrative Agent not less than thirty (30) if such Domestic days after creating a Subsidiary (i) would be that is required to obtain a third-party consent in connection with the execution and delivery of execute a Joinder Agreement, or acquiring the Equity Interests of any other Person that is required to execute a Joinder Agreement. The Credit Party Obligations shall be secured by, among other things and provided that the Equity Interests of such new Guarantor are owned by the Company or a Guarantor, a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Equity Interests of such new Guarantor and its Domestic Subsidiaries (ii) the execution and delivery other than any Domestic Subsidiary that is a Subsidiary of a Joinder Agreement Foreign Subsidiary) and 65% (or such higher percentage that would not reasonably be prohibited by a provision of expected to result in adverse tax consequences for such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iiinew Guarantor) is a shell company with nominal assets and no or nominal business operations as of the end voting Equity Interests and 100% (or such lower percentage that would not reasonably be expected to result in adverse tax consequences for such the Company) of such fiscal year. (c) the non-voting Equity Interests of its first-tier Foreign Subsidiaries. In connection with the foregoing Sections 5.10(a) and (b)foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (de), (i) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request. (b) The U.K. Borrower will cause each of its Subsidiaries which are organized under the laws of England and Wales (each a “Joined U.K. Subsidiary”), whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Joined U.K. Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a guarantor under the U.K. Guaranty by way of execution of a joinder agreement to the U.K. Guaranty in form and substance reasonably acceptable to the Administrative Agent. In connection therewith, the U.K. Borrower shall give notice to the Administrative Agent not less than thirty (30) days after creating a Joined U.K. Subsidiary, or acquiring the Equity Interests of any other Person that is required to become a Joined U.K. Subsidiary. The Obligations of the U.K. Borrower hereunder shall be secured by (provided that the Equity Interests of such Joined U.K. Subsidiary are owned by the U.K. Borrower or a U.K. Guarantor), a first priority perfected security interest in the Collateral of such Joined U.K. Subsidiary, a pledge of 100% of the Equity Interests of such Joined U.K. Subsidiary and a pledge of 100% of the Equity Interests of the French Subsidiary, in each case, in accordance with the requirements of Section 5.12. In connection with the foregoing, the U.K. Borrower shall deliver to the Administrative Agent, with respect to such Joined U.K. Subsidiary to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (e) and (i) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request. It is understood and agreed that in no event shall any Subsidiary of ▇▇▇▇▇▇▇▇▇ Technologies French Holding SNC be required to become a Joined U.K. Subsidiary.

Additional Guarantors. (a) The Credit Parties will cause each As contemplated by Section 4.19 of their Material Domestic Subsidiaries (and the Indenture, if at any other Domestic time after the date of the Indenture the Company shall form or acquire any new Subsidiary that is required shall constitute a Material Subsidiary, or if after the date of the Indenture any existing Subsidiary not a Material Subsidiary shall become a Material Subsidiary, the Company will within three Business Days thereof cause such new or existing Subsidiary to execute and deliver to the Trustee a Guarantee Supplement in substantially the form of Exhibit B to the Indenture, and thereby to become a Guarantor pursuant "Guarantor" under the Indenture and this Agreement, and (i) deliver such Opinions of Counsel in New York and applicable foreign jurisdictions as to (x) the valid existence of such Guarantor, (y) the due authorization, execution and enforceability of such Guarantee Supplement and (z) such other matters as the Trustee may reasonably request and (ii) take such action (including executing and delivering such Security Documents, instruments of further assurance and amendments or supplements thereto, and delivering such additional Opinions of Counsel and other documents or instruments as required under Section 6.03(c) of the Indenture), in order that such new or existing Subsidiary shall grant Liens on all Property owned by it then existing or thereafter arising that are included in the definition of Material Domestic Subsidiary)"Collateral" in Section 1.01 hereof. Accordingly, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of any such Guarantee Supplement by any such Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a Joinder "Guarantor" and a "Credit Party" for all purposes of this Agreement, (ii) and Annexes 1 through 8, inclusive, hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of a Joinder Agreement would be prohibited by a provision of any such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b)Guarantee Supplement, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to makes the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) representations and such other documents or agreements as the Administrative Agent may reasonably request.warranties set forth in Section 2. Security Agreement

Additional Guarantors. (a) The Credit Parties will cause each If on or after the date of their Material Domestic Subsidiaries (and this First Supplemental Indenture, the Company or any other Domestic Subsidiary that is required to become a Guarantor pursuant to of the definition of Material Domestic Subsidiary)Operating Partnership guarantees the Operating Partnership’s indebtedness under, whether newly formed, after acquired or otherwise existing becomes an obligor with respect to, the Credit Agreement (including upon if the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (Company or such Subsidiary, as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii)may be, such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end Notes), such entity (each, a “Possible Future Guarantor”) shall immediately be and become, automatically and without the execution or delivery of any fiscal year (beginning supplemental indenture or other instrument or other action by any Person, jointly and severally with any other Guarantors of the fiscal year ending December 31Notes, 2018), to become a Guarantor hereunder of the Notes and shall be subject to and bound by way all of execution the terms and provisions of the Indenture applicable to a Joinder Agreement within ninety Guarantor of the Notes (90) days after the end of such fiscal year (or such longer period of time as agreed subject to by the Administrative Agent in its reasonable discretionSection 2.2(b)); providedprovided that the Operating Partnership shall cause such Possible Future Guarantor to within thirty (30) calendar days, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required execute and deliver to obtain the Trustee a third-party consent supplemental indenture substantially in connection the form of Exhibit B to acknowledge such Guarantee in accordance with this Section 2.2 and Article Sixteen of the execution Indenture, and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative AgentTrustee, with respect in addition to each new Guarantor any other documents to be delivered to the extent applicable, substantially the same documentation required Trustee pursuant to Sections 4.1(bSection 903 of the Base Indenture, an Opinion of Counsel to the effect that (x) – the execution of such supplemental indenture is authorized or permitted by the Base Indenture, and (dy) such supplemental indenture, has been duly authorized, executed and delivered by, and is a valid and binding obligation of such entity, enforceable against such entity in accordance with its terms, subject to customary exceptions. For so long as any Possible Future Guarantor provides a Guarantee, such Possible Future Guarantor shall agree that it waives and will not in any manner whatsoever claim or take the benefit or advantage of any right of reimbursement, indemnity or subrogation or any other documents or agreements rights against the Operating Partnership as a result of any payment by it under its guarantee until the Administrative Agent may reasonably requestNotes have been paid in full.

Additional Guarantors. (a) The Credit Parties Parent and the Company will cause each of their Material Domestic its Subsidiaries (other than the Company) that guarantees or otherwise becomes liable at any time, whether as a borrower, co-borrower, additional guarantor or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into a joinder agreement to the Guaranty Agreement in substantially the form attached as Exhibit A to the Guaranty Agreement (a “Joinder Agreement”) providing for the Guarantee by such Subsidiary, on a joint and any several basis with all other Domestic Subsidiary that is required to become a Guarantor such Guarantors, of (A) the prompt payment in full when due of all amounts payable by the Company pursuant to the definition Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (B) the prompt, full and faithful performance, observance and discharge by the Company of Material Domestic Subsidiary)each and every covenant, whether newly formedagreement, after acquired undertaking and provision required pursuant to the Notes or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) this Agreement to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed be performed, observed or acquired or discharged by it; and (ii) financial statements are delivered pursuant deliver the following to Section 5.1 which demonstrate that each of holder of a Domestic Note: (A) an executed counterpart of such Joinder Agreement; (B) a certificate signed by an authorized responsible officer of such Subsidiary has become a Material Domestic containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.10, 5.15 and 5.16 of this Agreement (or, in but with respect to such Subsidiary and such Joinder Agreement rather than the case of Parent or the Company); (iC) or (ii), such longer period of time all documents as agreed to may be reasonably requested by the Administrative Agent Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Joinder Agreement and the performance by such Subsidiary of its obligations thereunder; and (D) to the extent requested by the Required Holders, an opinion of counsel covering the matters set forth in its reasonable discretion)items 1 through 6, inclusive, of Schedule 4.4(a) become a Guarantor hereunder by way of execution of a with respect to such Subsidiary and such Joinder Agreement and the Guaranty Agreement. (b) The At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Parties Facility, then such Subsidiary Guarantor has been released and discharged (or will cause each be released and discharged concurrently with the release of their Domestic Subsidiaries such Subsidiary Guarantor under the Guaranty Agreement) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing (including upon as a result of the formation of any Domestic Subsidiary that is a Division Successor) (other than PMGfailure to satisfy the Minimum Property Condition), (iii) no amount is then due and payable under the Guaranty Agreement, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the extent not already a matters set forth in clauses (i) through (iv), provided further that if such Subsidiary Guarantor hereunder as of the end of any fiscal year (beginning has been, or concurrently with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end release of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b9.7(b) if such Domestic Subsidiary will be, released from its obligations under the Loan Documents (ias defined in the Bank Credit Agreement) would be required to obtain a third-party consent in connection with the execution Investment Grade Release, then the certificate referenced in clause (v) above shall attach thereto true and delivery correct copies of a Joinder each notice and certificate delivered to the Administrative Agent (as defined in the Bank Credit Agreement, (ii) in connection with the execution and delivery of a Joinder Agreement would be prohibited by a provision release of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iiiSubsidiary Guarantor from its obligations under such Loan Documents pursuant to Section 10.19(a) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearBank Credit Agreement. (c) In connection with If at any time the foregoing Sections 5.10(a) Parent desires to become a Guarantor, it shall execute and (b), the Credit Parties shall deliver to the Administrative Agent, holders of the Notes a Joinder Agreement to the Guaranty Agreement in form and substance reasonably satisfactory to the Required Holders; (b) deliver to the holders of the Notes a certificate covering the matters set forth in Section 4.3 with respect to each new Guarantor the Parent; and (c) deliver to the extent applicableholders of the Notes a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Required Holders), substantially addressed to each holder of the same documentation required pursuant Notes, as to Sections 4.1(b) – (d) such matters concerning the Parent and such other documents or agreements the Joinder Agreement and the Guaranty Agreement as the Administrative Agent Required Holders may reasonably request. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the holders of the Notes with respect to any Proposed Unencumbered Property Subsidiary is not reasonably satisfactory to the Required Holders, such Person shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased by such Subsidiary shall be included as an Unencumbered Eligible Property, as applicable, without the prior written consent of the Required Holders.

Additional Guarantors. (a) The Credit Parties will cause each Subject to compliance with the provisions of their Material Domestic paragraphs (c) and (d) of Clause 20.7 (“Know Your Customer” Checks), the Company may request that any of its wholly owned Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder AgreementGuarantor. (b) The Credit Parties will cause each of their Domestic Subsidiaries Subject to paragraphs (including upon the formation of any Domestic Subsidiary that is e) and (f) below, a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as member of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to Group shall become a an Additional Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary if: (i) would be required the Company and the proposed Additional Guarantor deliver to obtain the Agent a third-party consent in connection with the execution duly completed and delivery of a Joinder Agreement, executed Accession Document; and (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement Agent has received (or other comparable charter documents or (iiihas waived the right to receive) is a shell company with nominal assets and no or nominal business operations as all of the end documents and other evidence listed in Part B of such fiscal yearSchedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent (acting reasonably). (c) In connection with The Agent shall notify the foregoing Sections 5.10(aCompany and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it (acting reasonably)) all the documents and other evidence listed in Part B of Schedule 2 (bConditions Precedent), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor . (d) Other than to the extent applicablethat the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (c) above, substantially the same documentation required Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. (e) Prior to the delivery of the executed Accession Document pursuant to Sections 4.1(bparagraph (b) – above, the Company shall first deliver a notice to the Agent of details of the jurisdiction of incorporation of the proposed Additional Guarantor, which the Agent shall promptly (dand, in any case, within one Business Day of receipt) provide to the other Finance Parties. (f) A Finance Party may, within five (5) Business Days of receipt of the notice from the Agent referred to in paragraph (e) above, notify the Agent that the accession of the relevant member of the Group as an Additional Guarantor may, in its reasonable opinion, (i) result in criminal liability to such Finance Party and/or (ii) as a result of such accession become unlawful in any applicable jurisdiction for a Finance Party to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Loan, and the Agent shall promptly (and, in any case, within one Business Day of receipt) provide such other documents or agreements as notice to the Administrative Agent may reasonably requestCompany, in which case such member of the Group shall become a Declined Guarantor.

Additional Guarantors. (a) The Credit Parties will cause each In the event that the Issuer or any of their Material Domestic its Subsidiaries becomes a party to, or guarantees any Indebtedness under, the Indenture or the Bonds (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiaryor extensions, renewals, replacements or refinancing thereof), whether newly formedBorrower shall, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 30 days after such Person becomes a party thereto or guarantor thereunder (or such longer period as applicable) Administrative Agent may agree in its discretion), (i) cause such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant Person to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way executing and delivering to Administrative Agent a Counterpart Agreement, and (ii) take all such actions and execute and deliver, or cause to be executed (to the extent applicable) and delivered, all such documents, instruments, agreements and certificates as are similar to those described in Section 3.01(b). With respect to each such Person, Borrower shall promptly send to Administrative Agent written notice setting forth with respect to such Person the name and jurisdiction of execution organization of such Subsidiary and the date on which such Subsidiary first became a Joinder Agreementparty to, or guarantor of any Indebtedness under, the Indenture or the Bonds (or extensions, renewals, replacements or refinancing thereof). (b) The Credit Parties will cause each of their Domestic Subsidiaries Borrower may at any time, upon not less than 10 days prior written notice to the Administrative Agent (including upon or such shorter period as the formation of Administrative Agent may agree in its discretion), designate any Domestic OZ Subsidiary or New Advisor that is not a Division SuccessorCredit Party as a Guarantor; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (other than PMG)ii) immediately after giving effect to such designation, on a Pro Forma Basis, the Economic Income Leverage Ratio shall not exceed 4.0 to the extent not already a Guarantor hereunder as of the end of any fiscal year 1.0, and (beginning with the fiscal year ending December 31, 2018), iii) Borrower shall cause such Person to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed executing and delivering to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Counterpart Agreement, and shall take all such actions and execute and deliver, or cause to be executed (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and delivered, all such other documents or documents, instruments, agreements and certificates as the Administrative Agent may reasonably requestare similar to those described in Section 3.01(b).

Additional Guarantors. (a) The Credit Parties Each Obligor will cause procure that each of their its subsidiaries which either after the date of this Agreement becomes a Material Domestic Subsidiaries Subsidiary (an "Existing Material Subsidiary") or is a person to be acquired pursuant to Clause 13.2.13 which would be a Material Subsidiary after giving effect to such acquisition (an "Acquired Material Subsidiary") executes and any other Domestic delivers, except to the extent that (i) such execution and delivery is prohibited by law or (ii) it would, in the reasonable opinion of the Agent, create an unreasonable risk of liability for the directors of such Material Subsidiary after taking into account the costs of the contingent liability to the Material Subsidiary attributable to the guaranteeing of obligations under the Finance Documents versus the benefits to be derived therefrom by such Material Subsidiary, in the case of an Existing Material Subsidiary, within 90 days of availability to the Borrower of information demonstrating that is required to such subsidiary has become a Guarantor pursuant to Material Subsidiary and, in the definition case of an Acquired Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon substantially contemporaneously with the formation consummation of any Material Domestic Subsidiary that is a Division Successor) to promptly its acquisition (and in any event within 45 30 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMGthereafter), to the extent not already Agent a Guarantor hereunder as Deed of Accession and the end of any fiscal year (beginning with documents described in the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary following sub-clauses (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement), (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is relevant to it: (i) a shell company with nominal assets and no or nominal business operations copy, certified as of the end date of the Deed of Accession as true and complete by a duly authorised representative of such fiscal year.Material Subsidiary of: (cA) In the constitutional documents of such Material Subsidiary, including evidence of due incorporation; (B) board (or other appropriate governing body) resolutions of such Material Subsidiary (A) approving the transactions and the matters contemplated by each of the Finance Documents, and (B) authorising a specified person or persons to (x) execute on its behalf each of the Finance Documents to which it is a party, and (y) give all notices, requests, instructions, certificates and other documents for that Material Subsidiary in connection with each of the foregoing Sections 5.10(aFinance Documents to which it is a party; (C) all other corporate, trust or other applicable authorisations and actions required of it (b)including without limitation any resolutions of shareholders or approvals of beneficiaries) to enable it to enter into, execute and perform those of the Credit Parties shall deliver Finance Documents to which it is, or is to be, a party; (D) specimen signatures of the signatories authorised by such Material Subsidiary in the board (or other appropriate governing body) resolutions described in Clause 13.2.23(i)(B) to sign Financing Documents to which it is or is to be a party; and (E) all other resolutions, powers, declarations, approvals, consents and licenses (corporate, official or otherwise) necessary or appropriate for the entry into and performance by such Material Subsidiary of the Finance Documents to which it is or is to be a party, and for the enforceability and validity thereof; (ii) a legal opinion properly addressed to the Administrative Agent, with respect to each new Guarantor Agent and ▇▇▇▇▇▇▇ from reputable counsel acceptable to the extent applicableAgent in the jurisdiction in which such Material Subsidiary is organised or incorporated, substantially the same documentation required pursuant who may be counsel to Sections 4.1(bChiRex Inc.; and (iii) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. The Company shall cause (ax) The Credit Parties will cause each of their Material Domestic Subsidiaries any Person which becomes a Subsidiary (other than, subject to clause (z), any Foreign Subsidiary or any Immaterial Subsidiary) after the date hereof, (y) any Immaterial Subsidiary (other than, subject to clause (z), any Foreign Subsidiary) that ceases to be an Immaterial Subsidiary after the date hereof and (z) any Foreign Subsidiary and any other Domestic Immaterial Subsidiary that has entered into, or is required proposing to become enter into, a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation Guarantee of any Material Domestic Subsidiary other Debt of the Company or any of its Subsidiaries, including without limitation any New Subordinated Debt, any Other Refinancing Debt or any Debt of the Company described in clause (v) of the parenthetical set forth in Section 5.09 (other than, with respect to any Foreign Subsidiary, any Guarantee of any Debt of any of its Subsidiaries that is a Division SuccessorForeign Subsidiary) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in enter into the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Guarantee Agreement, (ii) become bound by the execution Pledge Agreement and delivery of a Joinder the Security Agreement would be prohibited by a provision of and, if applicable, enter into such Domestic Subsidiary’s articles of incorporationadditional agreements or instruments, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets each in form and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver substance satisfactory to the Administrative Agent, with respect as may be necessary or desirable in order to each new Guarantor grant a perfected first priority interest upon all of the Collateral purportedly pledged by such Subsidiary pursuant to the extent applicable, substantially Pledge Agreement and the same documentation required pursuant Security Agreement (subject to Sections 4.1(b) – (dLiens on such Collateral permitted by the last sentence of Section 5.06(a)) and (iii) deliver such certificates, evidences of corporate or other organizational actions, notations and registrations, financing statements, opinions of counsel, powers of attorney and other documents or agreements relating thereto as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, in each case within (x) ten days after the date on which the relevant event described in clauses (x), (y) or (z) occurs (or, if later, the date on which the Company must have satisfied the requirements set forth in Section 5.20), in the case of entering into the Guarantee Agreement and becoming bound by the Pledge Agreement and the Security Agreement and (y) within 30 days after the date on which the relevant event described in clauses (x), (y) or (z) occurs (or, if later, the date on which the Company must have satisfied the requirements set forth in Section 5.20), in the case of the other actions described in this Section.

Additional Guarantors. (a) The Credit Parties Parent and the Company will cause each of their Material Domestic its Subsidiaries (other than the Company) that guarantees or otherwise becomes liable at any time, whether as a borrower, co-borrower, additional guarantor or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into a joinder agreement to the Guaranty Agreement in substantially the form attached as Exhibit A to the Guaranty Agreement (a “Joinder Agreement”) providing for the Guarantee by such Subsidiary, on a joint and any several basis with all other Domestic Subsidiary that is required to become a Guarantor such Subsidiaries, of (A) the prompt payment in full when due of all amounts payable by the Company pursuant to the definition Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (B) the prompt, full and faithful performance, observance and discharge by the Company of Material Domestic Subsidiary)each and every covenant, whether newly formedagreement, after acquired undertaking and provision required pursuant to the Notes or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) this Agreement to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed be performed, observed or acquired or discharged by it; and (ii) financial statements are delivered pursuant deliver the following to Section 5.1 which demonstrate that each of holder of a Domestic Note: (A) an executed counterpart of such Joinder Agreement; (B) a certificate signed by an authorized responsible officer of such Subsidiary has become a Material Domestic containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.10, 5.15 and 5.16 of this Agreement (or, in but with respect to such Subsidiary and such Joinder Agreement rather than the case of Company); (iC) or (ii), such longer period of time all documents as agreed to may be reasonably requested by the Administrative Agent Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Joinder Agreement and the performance by such Subsidiary of its obligations thereunder; and (D) to the extent requested by the Required Holders, an opinion of counsel covering the matters set forth in its reasonable discretion)items 1 through 6, inclusive, of Schedule 4.4(a) become a Guarantor hereunder by way of execution of a with respect to such Subsidiary and such Joinder Agreement and the Guaranty Agreement. (b) The At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Parties Facility, then such Subsidiary Guarantor has been released and discharged (or will cause each be released and discharged concurrently with the release of their Domestic Subsidiaries such Subsidiary Guarantor under the Guaranty Agreement) under such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing (including upon as a result of the formation of any Domestic Subsidiary that is a Division Successor) (other than PMGfailure to satisfy the Minimum Property Condition), (iii) no amount is then due and payable under the Guaranty Agreement, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the extent not already a matters set forth in clauses (i) through (iv), provided further that if such Subsidiary Guarantor hereunder as of the end of any fiscal year (beginning has been, or concurrently with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end release of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b9.7(b) if such Domestic Subsidiary will be, released from its obligations under the Loan Documents (ias defined in the Bank Credit Agreement) would be required to obtain a third-party consent in connection with the execution Investment Grade Release, then the certificate referenced in clause (v) above shall attach thereto true and delivery correct copies of a Joinder each notice and certificate delivered to the Administrative Agent (as defined in the Bank Credit Agreement, (ii) in connection with the execution and delivery of a Joinder Agreement would be prohibited by a provision release of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iiiSubsidiary Guarantor from its obligations under such Loan Documents pursuant to Section 10.19(a) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearBank Credit Agreement. (c) In connection with If at any time the foregoing Sections 5.10(a) Parent desires to become a Guarantor, it shall execute and (b), the Credit Parties shall deliver to the Administrative Agent, holders of the Notes a Joinder Agreement to the Guaranty Agreement in form and substance reasonably satisfactory to the Required Holders; (b) deliver to the holders of the Notes a certificate covering the matters set forth in Section 4.3 with respect to each new Guarantor the Parent; and (c) deliver to the extent applicableholders of the Notes a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Required Holders), substantially addressed to each holder of the same documentation required pursuant Notes, as to Sections 4.1(b) – (d) such matters concerning the Parent and such other documents or agreements the Joinder Agreement and the Guaranty Agreement as the Administrative Agent Required Holders may reasonably request. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the holders of the Notes with respect to any Proposed Unencumbered Property Subsidiary is not reasonably satisfactory to the Required Holders, such Person shall not be permitted to become a Guarantor, and for the avoidance of doubt no Property owned or ground leased by such Subsidiary shall be included as an Unencumbered Eligible Property, as applicable, without the prior written consent of the Required Holders.

Additional Guarantors. (a) The Credit Parties will cause Cause each of their Material its Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to than the definition of Material Domestic Subsidiary)Excluded Subsidiaries, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) existing, to promptly (and in any event within 45 days five (5) Business Days) after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) permitted herein become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG)hereunder, to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days and a Pledge Joinder Agreement. Cause each Excluded Subsidiary that is a Domestic Subsidiary, whether newly formed, after the end of such fiscal year (acquired or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); providedotherwise existing, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(bhereunder promptly (and in any event within five (5) if Business Days) after such Domestic Excluded Subsidiary becomes capitalized (i) would be required to obtain a third-party consent other than nominally capitalized in connection with the such Excluded Subsidiary’s formation) or commences any activity, by way of execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would and a Pledge Joinder Agreement. The Obligations shall be prohibited secured by a provision first priority perfected pledge of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as 65% of the end Capital Stock of all Foreign Subsidiaries, other than Excluded Subsidiaries, owned by such fiscal year. Guarantor (cor 100%, if no adverse tax consequences could reasonably be expected to result therefrom, in which case such Foreign Subsidiary shall, in lieu of any pledge of the Capital Stock thereof, become a Guarantor by complying with the requirements of this Section 5.10(a)). In connection therewith, the Credit Parties shall give notice to the Administrative Agent not less than ten (10) Business Days prior to creating a Domestic Subsidiary or a Foreign Subsidiary (other than an Excluded Subsidiary, in which case such notice shall be provided ten (10) Business Days prior to the capitalization thereof (other than nominal capitalization) or commencement of any activity, whichever occurs first), or acquiring the Capital Stock of any other Person. In connection with the foregoing Sections 5.10(a) and (b)foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b), 4.1(c), 4.1(d) – (d) and 5.13 and such other documents or agreements as the Administrative Agent may reasonably request as may be necessary or, in the opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lender Parties, a valid and perfected first priority Lien on all of the Collateral of such Guarantor described in the Pledge Agreement. Any new affiliates (other than Subsidiaries of the Borrower) created after the Closing Date may, at the request of the Borrower, become Guarantors hereunder by delivery of an executed Joinder Agreement and a Pledge Joinder Agreement and the related required deliveries described above if, at the time thereof, the Administrative Agent and Lenders, in their sole discretion, exercised reasonably, have agreed with the Borrower to amend the terms of this Agreement to take into account the inclusion of such new affiliates. Any such amendment to the terms hereof shall be based on the facts and circumstances, including the Indebtedness and other obligations of such affiliates, as they exist or are contemplated at the time of such request.

Additional Guarantors. The Grantors shall cause: (a) The each Subsidiary of any Grantor not in existence on the Closing Date, to execute and deliver to the Agent for the benefit of the Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days five Business Days after the formation, acquisition or change in status thereof, (as applicableA) a guaranty, pursuant to which such Subsidiary shall be made a Guarantor, (iB) a supplement to the Security Agreement, together with (1) certificates (if any) evidencing all of the Equity Interests of any Person owned by such Subsidiary, (2) undated stock powers executed in blank and (3) such Material Domestic opinions of counsel and such approving certificate of such Person as the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such Equity Interest, (C) to the extent required under the Transaction Documents, one or more mortgages creating on the real property owned by such Subsidiary is formed a perfected, first priority Lien on such real property (subject to Permitted Encumbrances) and such other real property deliverables as may be required by the Agent, and (D) such other agreements, instruments, approvals or acquired other documents reasonably requested by the Agent in order to create, perfect, establish the second priority (other than Permitted Encumbrances) of or (ii) financial statements are delivered pursuant otherwise protect any Lien purported to Section 5.1 which demonstrate be covered by any such Security Agreement or mortgage or otherwise to effect the intent that a Domestic such Subsidiary has shall become a Material Domestic Subsidiary (orbound by all of the terms, covenants and agreements contained in the case Transaction Documents and that all or substantially all of (i) or (ii), the property and assets of such longer period of time as agreed to by Subsidiary shall become Collateral for the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement.Obligations; (b) The Credit Parties will cause each owner of their Domestic Subsidiaries (including upon the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within five Business Days after the formation or acquisition of any Domestic such Subsidiary that is a Division Successor) (other than PMG), an amendment to the extent not already a Guarantor hereunder as Security Agreement, together with (A) certificates (if any) evidencing all of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end Equity Interests of such fiscal year Subsidiary, (B) undated stock powers or other appropriate instruments of assignment executed in blank, (C) such longer period opinions of time counsel and such approving certificate of such Subsidiary as agreed the Agent may reasonably request in respect of complying with any legend on any such certificate or any other matters relating to such Equity Interest and (D) such other agreements, instruments, approvals, legal opinions or other documents requested by the Administrative Agent in its reasonable discretion)Agent; providedand (c) Notwithstanding the foregoing, however, that no Domestic Subsidiary CFC shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would hereunder and no Equity Interests of a CFC shall be required to obtain be pledged or otherwise subject to a third-party consent Lien under the Transaction Documents if in connection with any such case (x) adverse tax consequences could reasonably be expected to result therefrom or (y) such guarantee is prohibited by any Law; provided, however, that if the execution Equity Interests of such CFC are owned by a Grantor, such Grantor shall deliver, all such documents, instruments, agreements (including, without limitation, at the reasonable request of the Agent, a pledge agreement governed by the laws of the jurisdiction of organization of such CFC), and delivery of a Joinder Agreement, certificates described in clause (ii) above to the execution Agent, and delivery take all actions requested by the Agent or otherwise necessary to grant and to perfect a second-priority Lien (subject to Permitted Encumbrances) in favor of a Joinder Agreement would be prohibited by a provision the Agent, for the benefit of the Credit Parties, in sixty five percent (65%) of the voting Equity Interests of such Domestic Subsidiary’s articles CFC and one hundred percent (100%) of incorporation, bylaws, operating agreement or all other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end Equity Interests of such fiscal yearCFC owned by such Grantor. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. 0081727-0000042 SN:12155633.21 144 (a) The Credit Parties will cause each Subject to compliance with the provisions of their Material Domestic paragraphs (c) and (d) of Clause 21.10 ("Know your customer" checks), the Company may request that any of its wholly owned Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder AgreementGuarantor. (b) The Credit Parties will cause each Subject to Clause 23.35 (Guarantors) and Clause 23.38 (Conditions subsequent), the Company shall, subject to the Agreed Security Principles, procure that any other member of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that Group which is a Division Successor) (other than PMG)Material Company shall, as soon as possible after becoming a Material Company, become an Additional Guarantor and, subject to the extent not already a Guarantor hereunder Agreed Security Principles, grant Security as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearmay require. (c) In connection with A member of the foregoing Sections 5.10(aGroup shall become an Additional Guarantor if: (i) the Company and (b), the Credit Parties shall proposed Additional Guarantor deliver to the Administrative Agent a duly completed and executed Accession Deed; and (ii) the Agent has received all of the documents and other evidence listed in Part 6 of Schedule 2 (Conditions Precedent and Conditions Subsequent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent. (d) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 6 of Schedule 2 (Conditions Precedent and Conditions Subsequent). (e) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (d) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. (f) The Company need only perform its obligations under paragraph (b) or (c) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal, civil or criminal liability for that person's directors, officers or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal, civil or criminal liability for its directors, officers or other management and, if at any time the unlawfulness or personal liability ceases to apply with respect to each new Guarantor any such person, the Company must comply with its obligations in respect of that person at that time. This includes agreeing to a limit on the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative amount guaranteed. The Agent may reasonably request(but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.

Additional Guarantors. (aWith respect to any newly created or acquired Restricted Subsidiary of Partners or with respect to any Unrestricted Subsidiary redesignated as a Restricted Subsidiary in accordance with Section 9.17(b) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor or pursuant to the definition of Material Domestic Subsidiary)Joint Venture, whether newly formedPartners will provide the Agent written notice thereof not more than ten (10) Business Days’ (or at such earlier time as may be required hereunder with respect to Permitted Acquisitions) after such creation, acquisition, or redesignation setting forth information in reasonable detail describing all of the material assets of such Person and shall, within thirty (30) days (or, with respect to clause (b) below, forty-five (45) days) (or, in each case, such longer period as the Agent may agree in writing in its sole discretion) after acquired the creation, acquisition or otherwise existing redesignation of such Restricted Subsidiary (including upon the formation of a) cause any Material Domestic such Restricted Subsidiary that is a Division Successor) Domestic Subsidiary to promptly (execute and deliver to the Agent a Joinder Agreement in any event within 45 days after (as applicable) substantially the form of Exhibit K, causing such Restricted Subsidiary to become a party to (i) such Material Domestic Subsidiary is formed or acquired or the Guaranty Agreement, as a joint and several “Guarantor” thereunder, (ii) financial statements are delivered pursuant the Security Agreement, as an “Obligor” granting a first priority Lien on its personal property, subject to, in the case of personal property other than Capital Stock of a Subsidiary or Joint Venture, Permitted Liens, and with respect to Section 5.1 which demonstrate that the Capital Stock of Subsidiaries or Joint Ventures, Specified Permitted Liens, (iii) the Contribution Agreement, as a Domestic Subsidiary has become “Contributing Party” and (iv) the Pledge Agreement, as a Material Domestic Subsidiary “Pledgor,” causing all of its Capital Stock (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Foreign Subsidiary that is a Division Successorcontrolled foreign corporation within the meaning of section 957 of the Internal Revenue Code, and without waiving the requirement for the prior consent of the Required Lenders for the formation or acquisition thereof, sixty-five percent (65%) of its voting Capital Stock and one hundred percent (100%) of its non-voting Capital Stock) to be delivered to the Agent (together with undated stock powers signed in blank and pledged to the Agent), (b) execute and deliver Mortgages and such Real Property Documentation as the Agent may request with respect to any Real Estate (other than PMG)Excluded Real Estate) owned or leased by such Credit Party, to and (c) deliver such other documentation as the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent may reasonably request in connection with the execution foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and delivery of a Joinder Agreement, (ii) the execution other organizational and delivery of a Joinder Agreement would be prohibited by a provision authorizing documents of such Domestic Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect, no conflicts with constitutional documents or material agreements, and enforceability of the documentation referred to above, and attachment and perfection of the Agent’s Lien in such Restricted Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (bCollateral), the Credit Parties shall deliver all in form, content and scope reasonably satisfactory to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (Notify Agent at the time that any Person becomes a Subsidiary, and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly thereafter (and in any event within 45 days after (30 days), execute and deliver or cause such Person to execute and deliver, as applicable, (a) (i) unless such Material Domestic Subsidiary is formed a CFC or acquired or (ii) financial statements are delivered a Subsidiary of a CFC, a Guaranty pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (orsuch Person guarantees the Obligations of the Borrowers, in a form reasonable acceptable to the case of (i) or (ii)Agent, such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each a pledge agreement pursuant to which all of their Domestic Subsidiaries the Equity Interests of such Subsidiary are pledged as Collateral for the Obligations and (including upon c) such other related stock certificates, stock powers, financing statements, opinions of counsel and other documents as the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG)Agent may reasonably request, all in form and substance reasonably satisfactory to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)Agent; provided, however, that no Domestic if a Borrower acquires or forms a Subsidiary that is a CFC, such Borrower shall execute and deliver or cause to be required to become executed and delivered (a) a Guarantor pursuant to this Section 5.10(bpledge of sixty-five percent (65%) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with of the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision Equity Interests of such Domestic Subsidiary’s articles CFC, or in the event of incorporationany change in, bylawsor the adoption, operating agreement effectiveness, reinterpretation or other comparable charter documents phase in of any law or (iiiregulation of any Governmental Authority that results in such Borrower not being required under Section 956(a)(1) is a shell company with nominal assets and no or nominal business operations as of the end Code to include in its gross income for United States federal income tax purposes any portion of the earnings of such fiscal year. CFC as a result of such Borrower’s pledge of at least sixty six and two thirds percent (c66-2/3%) In connection with of the foregoing Sections 5.10(a) Equity Interests of such CFC, a pledge of the amount of such stock of such CFC that will not under the laws then in effect result in any such income inclusion under the Code and (b) such other related stock certificates (for stock pledged under this Section 6.13), the Credit Parties shall deliver to the Administrative Agentstock powers, with respect to each new Guarantor to the extent applicablefinancing statements, substantially the same documentation required pursuant to Sections 4.1(b) – (d) opinions of counsel and such other documents or agreements as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent.

Additional Guarantors. Not later than 30 days (aor such longer period as the Administrative Agent may agree) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is after the date required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation for delivery of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed quarterly or acquired or (ii) annual financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or6.01, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of if any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the period end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end date of such fiscal year financial statements would qualify as of such period end date as a Significant Subsidiary or (b) promptly (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); providedmay agree) after the date that any Subsidiary becomes a guarantor with respect to any Existing Credit Agreement, however, that no Domestic the Borrowers shall cause such Subsidiary shall be required to become execute and deliver to the Administrative Agent a Guarantor Subsidiary Guaranty Supplement pursuant to this Section 5.10(b) if which such Domestic Subsidiary agrees to be bound by the terms and provisions of the Subsidiary Guaranty, accompanied by (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreementall other Loan Documents related thereto, (ii) certified copies of the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s certificates or articles of incorporation, bylawsorganization or formation, operating agreement by-laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or other comparable charter documents or body, and opinions of counsel for such Subsidiary comparable to those delivered pursuant to Section 4.01, and (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request. The Borrowers may request that any Guarantor cease to be a Guarantor and be released and discharged from its obligations under the Subsidiary Guaranty if (i) the Equity Interests of such Guarantor are being sold in a transaction expressly permitted by the terms of this Agreement, or (ii) such Guarantor both has ceased to qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 and has or is being released as a guarantor of the obligations of the Company under any Existing Credit Agreement.

Additional Guarantors. (a) The Credit Parties will On the Issue Date, the Issuer shall cause each all of their Material Domestic its Restricted Subsidiaries (and including any other Domestic Subsidiary entities that is required become Restricted Subsidiaries as a result of the Transactions) that guarantee the Term Loan Credit Agreement to become a Guarantor pursuant to Guarantors of the definition Notes. (b) If, after the Issue Date, (1) any Subsidiary of Material Domestic Subsidiary), whether the Issuer (including any newly formed, after newly acquired or otherwise existing (including upon the formation of newly re-designated Restricted Subsidiary, but excluding any Material Domestic Subsidiary Excluded Subsidiary) that is not then a Division Successor) to promptly (and in any event within 45 days after (as applicable) Guarantor guarantees or incurs (i) such Material Domestic Subsidiary is formed or acquired any indebtedness under the Term Loan Credit Agreement or (ii) financial statements are delivered any other capital markets Indebtedness with an aggregate principal amount in excess of $100.0 million (clauses (i) and (ii), collectively, the “Specified Indebtedness”), or (2) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture, substantially in the form of Exhibit F hereto, pursuant to Section 5.1 which demonstrate that a Domestic such Restricted Subsidiary has shall become a Material Domestic Guarantor under this Indenture providing for a Note Guarantee by such Restricted Subsidiary (oron the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (i) or (ii1), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), supplemental indenture shall be executed and delivered to the extent not already a Guarantor hereunder as Trustee within 90 days of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder date that such Specified Indebtedness has been guaranteed or incurred by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Restricted Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each Ultimate Parent may request that any of their Material Domestic its Subsidiaries become a Guarantor. (and b) The Ultimate Parent shall procure that any other Domestic Subsidiary that is required to become a Guarantor pursuant to member of the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that Group which is a Division SuccessorMaterial Company (other than Velti SA or any other member of the Group incorporated in Greece) to promptly shall, as soon as reasonably practicable (and in any event within 45 days 60 days) after (the date of a Material Companies Certificate identifying them as applicable) a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant Security as the Lender may reasonably require, with the exception of: (i) such where a Material Domestic Company is not a wholly owned Subsidiary is formed and that Material Company’s minority shareholder or acquired minority shareholders are not within the control of the Ultimate Parent and prevent that Material Company from acceding as an Additional Guarantor, or from granting Security; and (ii) financial statements are delivered pursuant to Section 5.1 AdInfuse, Inc which demonstrate that a Domestic Subsidiary has shall, within 60 days of the date of this Agreement become a Material Domestic Subsidiary (oran Additional Guarantor and, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), subject to the extent not already a Guarantor hereunder Agreed Security Principles, grant Security as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearLender may reasonably require. (c) In connection with A member of the foregoing Sections 5.10(aGroup shall become an Additional Guarantor if: (i) the Ultimate Parent and (b), the Credit Parties shall proposed Additional Guarantor deliver to the Administrative AgentLender a duly completed and executed Accession Deed; and (ii) the Lender has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, with respect to each new Guarantor in form and substance satisfactory to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – Lender. (d) The Lender shall notify the Ultimate Parent promptly upon being satisfied that it has received (in form and such substance satisfactory to it) all the documents and other documents or agreements as the Administrative Agent may reasonably requestevidence listed in Part II of Schedule 2 (Conditions precedent).

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and Notify the Administrative Agent at the time that any other Domestic Subsidiary that is required to become Person becomes a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to and promptly thereafter (and in any event within 45 30 days after (following the last day of the fiscal quarter of Holdings in which such Person becomes a Domestic Subsidiary or such later date as applicable) is reasonably acceptable to the Administrative Agent), cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such Material other document as the Administrative Agent shall reasonably deem appropriate for such purpose and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii) and (iv) and favorable opinions of counsel (who may be in-house counsel) to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, with respect to any such Person that becomes a Domestic Subsidiary is formed on or acquired within three (3) days prior to the Closing Date, any failure to identify such Person as a Domestic Subsidiary, a Guarantor, or in any other provision of this Agreement applicable to a Domestic Subsidiary or Guarantor as of the Closing Date, shall not be a breach of any provision hereof. Excluded Subsidiaries shall not be considered Subsidiaries hereunder and therefore shall not be required to become Guarantors pursuant to Section 6.12(a), provided, that if all such Excluded Subsidiaries (i) generate more than 25% of Consolidated EBITDA on a pro forma basis or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (orown more than 25% of the Assets, in each case, as of the case last day of (ithe most recently ended fiscal quarter of Holdings, then Holdings shall, and shall cause its Subsidiaries to, cause such number of Excluded Subsidiaries to become Guarantors, within 30 days following the last day of such fiscal quarter, in accordance with Section 6.12(a) or (ii), as is necessary to cause the matters described in this proviso to cease to be true after giving effect to any such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become Excluded Subsidiaries becoming a Guarantor hereunder by way of execution of a Joinder AgreementGuarantor. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Any Excluded Subsidiary that is a Division Successor) (other than PMG), to the extent not already becomes a Guarantor hereunder as of the end of any fiscal year (beginning in accordance with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent provisions contained in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic 6.12 shall, immediately upon becoming a Guarantor, be deemed to be a Subsidiary (iand shall cease to be an Excluded Subsidiary) would be required to obtain a third-party consent in connection with for all purposes under this Credit Agreement and the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearLoan Documents. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each If any Person (other than an Exempt Subsidiary) becomes a Wholly-Owned Subsidiary of their Material Domestic Subsidiaries any Loan Party or if at any time any Person formerly qualifying as an Exempt Subsidiary as a result of clauses (and any other b), (c) or (d) of the definition thereof ceases to meet the requirements for qualification as an Exempt Subsidiary, the Borrower shall (i) if such Person is a Domestic Subsidiary that is required to become of a Guarantor pursuant to the definition of Material Domestic Subsidiary)Loan Party, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) cause such Person to promptly (and in any event within 45 fifteen (15) days after (from the date any such Person meets the requirements for becoming a Guarantor as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to set forth in this Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)6.12) become a Guarantor hereunder by way executing and delivering to the Administrative Agent a counterpart of execution the Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a Joinder Agreementfair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (b) The Credit Parties Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent a Guarantor anticipates becoming or intends to become an Exempt Subsidiary and/or (y) the release of such Guarantor as a Guarantor hereunder would result in the cure of a Default and/or an Event of Default hereunder (and will cause each not, of their Domestic Subsidiaries itself or on a pro forma basis with respect to the financial covenants contained herein give rise to one or more other Defaults and/or Events of Default), the Borrower may request (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG)and, to the extent not already the conditions set forth below are met, obtain) a release of such Guarantor as a Guarantor hereunder as of the end of any fiscal year (beginning in accordance with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary following: (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties Borrower shall deliver to the Administrative Agent, with respect to each new Guarantor not less than ten (10) days and not more than forty-five (45) days prior to the extent applicableanticipated or intended release of a Guarantor hereunder, substantially a written request for release of the same documentation required pursuant applicable Guarantor and a Pro Forma Compliance Certificate of a Responsible Officer of the Borrower (or Parent) in form and substance reasonably acceptable to Sections 4.1(bthe Administrative Agent, (A) – demonstrating that upon such release the Loan Parties will on a pro forma basis continue to comply with (d1) the financial covenants contained in Section 7.11 and such (2) the financial covenants contained in each of the indentures or other documents or agreements as relating to any publicly issued debt securities of Borrower and/or Parent, in each case by a reasonably detailed calculation thereof (which calculation shall be in form reasonably satisfactory to the Administrative Agent may reasonably requestand which shall include, among other things, an explanation of the methodology used in such calculation and a breakdown of the components of such calculation), (B) stating that the Loan Parties will be in compliance with each of the covenants set forth in Articles VI and VII of the Agreement following such release, (C) stating that, to such Responsible Officer's knowledge, following such release, no Default or Event of Default will exist under the Agreement or any of the other Loan Documents, or if any Default or Event of Default will exist, specifying the nature and extent thereof and what action the Loan Parties propose to take with respect thereto, and (D) if applicable, attaching, pursuant to Section 5.13 of the Agreement, an updated version of Schedule 5.13 to the Agreement; and (ii) the Administrative Agent shall have reviewed and approved (in writing) the request for release and Pro Forma Compliance Certificate delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent's approval thereof; provided, further, that any approval of the Administrative Agent provided pursuant to this subclause (ii) shall lapse and be null and void sixty (60) days following the granting thereof if the applicable Guarantor has not, on or prior to the completion of such period, met the criteria for qualification as an Exempt Subsidiary. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that: (A) upon such release the Loan Parties (1) will on a pro forma basis continue to comply with the financial covenants contained in Section 7.11 hereof, and the financial covenants contained in each of the indentures or other agreements relating to any publicly issued debt securities of any Consolidated Party, and (2) will be in compliance with each of the covenants set forth in Articles VI and VII of the Agreement at all times following such release, (B) following such release, no Default or Event of Default will exist under the Credit Agreement or any of the other Loan Documents, or if any Default or Event of Default will exist, the nature and extent thereof and what action the Loan Parties propose to take with respect thereto will be specified, and (C) attached pursuant to Section 5.13 of the Agreement, is an updated version of Schedule 5.13 to the Agreement, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in subsection (b)(ii). Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder. (c) For purposes of clarification, (i) the Borrower may, at any time, elect to cause an Exempt Subsidiary to become a Guarantor hereunder, and (ii) as provided in the definition of the term "Unencumbered Assets," no assets owned or held directly by any Exempt Subsidiary shall be included in any calculation involving the value of or income from Unencumbered Assets unless such Exempt Subsidiary is a Loan Party as of the date of such calculation.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)Subsidiaries, whether newly formed, after acquired or otherwise existing (including upon the formation of with any Material Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Domestic Subsidiary that is being deemed to constitute the acquisition of a Division SuccessorDomestic Subsidiary) to promptly (and in any event within 45 thirty (30) days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired (or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement and will execute a supplement to the Intercreditor Agreement. (b) The , in accordance with to Section 8.21 thereof. In connection therewith, the Credit Parties will cause each of their Domestic Subsidiaries shall give notice to the Administrative Agent not less than ten (including upon the formation of any 10) days prior to creating a Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, howeveror acquiring the Equity Interest of any other Person. Subject to Gaming Laws, that no Domestic Subsidiary the Credit Party Obligations shall be required to become secured by, among other things, a second priority perfected security interest in the Collateral of such new Guarantor pursuant to this Section 5.10(b) if and a pledge of 100% of the Equity Interest of such new Guarantor and its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary (iis owned by a Foreign Subsidiary) would be required and 65% of the voting Equity Interest and 100% of the non-voting Equity Interest of its first-tier Foreign Subsidiaries. Subject to obtain a third-party consent applicable Gaming Laws, in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b)foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections Section 4.1(b) – (d) and Section 5.11 and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties (other than the Foreign Borrowers) will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)Subsidiaries, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 thirty (30) days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion) or, with respect to ▇▇▇▇▇▇▇▇▇ Federal LLC, within thirty (ii30) financial statements are delivered pursuant days after ▇▇▇▇▇▇▇▇▇ Federal LLC receives approval by the United States Department of Defense (or such other applicable Governmental Authority) to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary Guarantor (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. ; provided, however, (bi) The Credit Parties will cause each of their Domestic the Company may permit, at its option (other than as required pursuant to Section 5.10(b)), Foreign Subsidiaries to become Guarantors hereunder and (including upon the formation of any ii) no Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution Subsidiary of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Foreign Subsidiary shall be required to become a Guarantor pursuant hereunder. In connection therewith, the Credit Parties shall give notice to this Section 5.10(bthe Administrative Agent not less than thirty (30) if such Domestic days after creating a Subsidiary (i) would be that is required to obtain a third-party consent in connection with the execution and delivery of execute a Joinder Agreement, or acquiring the Equity Interests of any other Person that is required to execute a Joinder Agreement. The Credit Party Obligations shall be secured by, among other things and provided that the Equity Interests of such new Guarantor are owned by the Company or a Guarantor, a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Equity Interests of such new Guarantor and its Domestic Subsidiaries (ii) the execution and delivery other than any Domestic Subsidiary that is a Subsidiary of a Joinder Agreement Foreign Subsidiary) and 65% (or such higher percentage that would not reasonably be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement expected to result in adverse tax consequences for any Borrower or other comparable charter documents or (iiiany Guarantor) is a shell company with nominal assets and no or nominal business operations as of the end voting Equity Interests and 100% (or such lower percentage that would not reasonably be expected to result in adverse tax consequences for any Borrower) of such fiscal year. (c) the non-voting Equity Interests of its first-tier Foreign Subsidiaries. In connection with the foregoing Sections 5.10(a) and (b)foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (de), (i) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request. (b) [Reserved]. (c) The Borrowers may elect to add as a Foreign Borrower under this Agreement any Subsidiary of the Company (i) that is formed under the laws of England and Wales with the consent of the Administrative Agent on terms and conditions satisfactory to the Administrative Agent and (ii) that is formed under the laws of any other foreign jurisdication with the consent of the Administrative Agent and each of the Lenders (in each case, in such Person’s sole discretion) on terms and conditions satisfactory to the Administrative Agent and each such Lender, so long as, in each case, such Lenders (x) have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, (y) are satisfied with the results of such documentation and other information and (z) have received items comparable to the deliverables provided to the Lenders with respect to the Borrowers as of the Seventh Amendment Effective Date.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and Notify the Administrative Agent at the time that any other Domestic Subsidiary that is required to become Person becomes a Guarantor pursuant to the definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to and promptly thereafter (and in any event within 45 30 days after (following the last day of the fiscal quarter in which such Person becomes a Domestic Subsidiary or such later date as applicable) is reasonably acceptable to the Administrative Agent), cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such Material other document as the Administrative Agent shall reasonably deem appropriate for such purpose and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii) and (iv) and favorable opinions of counsel (who may be in-house counsel) to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, with respect to any such Person that becomes a Domestic Subsidiary is formed on or acquired within three (3) days prior to the Closing Date, any failure to identify such Person as a Domestic Subsidiary, a Guarantor, or in any other provision of this Agreement applicable to a Domestic Subsidiary or Guarantor as of the Closing Date, shall not be a breach of any provision hereof. Excluded Subsidiaries shall not be considered Subsidiaries hereunder and therefore shall not be required to become Guarantors pursuant to Section 6.12(a), provided, that if all such Excluded Subsidiaries (i) generate more than 25% of Consolidated EBITDA on a pro forma basis or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (orown more than 25% of the Assets, in each case, as of the case last day of (ithe most recently ended fiscal quarter, then the Co-Borrowers shall, and shall cause their respective Subsidiaries to, cause such number of Excluded Subsidiaries to become Guarantors, within 30 days following the last day of such fiscal quarter, in accordance with Section 6.12(a) or (ii), as is necessary to cause the matters described in this proviso to cease to be true after giving effect to any such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become Excluded Subsidiaries becoming a Guarantor hereunder by way of execution of a Joinder AgreementGuarantor. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Any Excluded Subsidiary that is a Division Successor) (other than PMG), to the extent not already becomes a Guarantor hereunder as of the end of any fiscal year (beginning in accordance with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent provisions contained in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic 6.12 shall, immediately upon becoming a Guarantor, be deemed to be a Subsidiary (iand shall cease to be an Excluded Subsidiary) would be required to obtain a third-party consent in connection with for all purposes under this Credit Agreement and the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal yearLoan Documents. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each As contemplated by Section 4.19 of their Material Domestic Subsidiaries (and the Indenture, if at any other Domestic time after the date of the Indenture the Company shall form or acquire any new Subsidiary that is required shall constitute a Material Subsidiary, or if after the date of the Indenture any existing Subsidiary not a Material Subsidiary shall become a Material Subsidiary, the Company will within three Business Days thereof cause such new or existing Subsidiary to execute and deliver to the Trustee a Guarantee Supplement in substantially the form of Exhibit B to the Indenture, and thereby to become a Guarantor pursuant “Guarantor” under the Indenture and this Agreement, and (i) deliver such Opinions of Counsel in New York and applicable foreign jurisdictions as to (x) the valid existence of such Guarantor, (y) the due authorization, execution and enforceability of such Guarantee Supplement and (z) such other matters as the Trustee may reasonably request and (ii) take such action (including executing and delivering such Security Documents, instruments of further assurance and amendments or supplements thereto, and delivering such additional Opinions of Counsel and other documents or instruments as required under Section 6.03(c) of the Indenture), in order that such new or existing Subsidiary shall grant Liens on all Property owned by it then existing or thereafter arising that are included in the definition of Material Domestic Subsidiary)“Collateral” in Section 3 hereof. Accordingly, whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that is a Division Successor) to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of any such Guarantee Supplement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a Joinder “Guarantor” and a “Credit Party” for all purposes of this Agreement, (ii) and Annexes 1 through 8, inclusive, hereto shall be deemed to be supplemented in the manner specified in such Guarantee Supplement. In addition, upon execution and delivery of a Joinder Agreement would be prohibited by a provision of any such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b)Guarantee Supplement, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to makes the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) representations and such other documents or agreements as the Administrative Agent may reasonably requestwarranties set forth in Section 2 hereof.

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, within twenty (20) days (or such longer period consented to by Administrative Agent in writing in its sole discretion) of such Person becoming a Subsidiary, (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic such Subsidiary that is required to become a Guarantor pursuant hereunder and a Grantor under the Pledge and Security Agreement and/or party to the definition of Material Domestic Subsidiaryapplicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), whether newly formed3.1(j), after acquired 3.1(l) and 3.1(m), and the execution and delivery or otherwise existing joinder to the Intercompany Note and Subordination; provided that the Collateral Agent shall not require or request any mortgages, deeds of trust or similar Collateral Documents in connection with any Leasehold Property. In addition, such Credit Party shall deliver, or cause such Subsidiary to deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in order to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, in 100% of the Capital Stock of such Subsidiary under the Pledge and Security Agreement (including including, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent notice within twenty (20) days of such Person becoming a Subsidiary of Company setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Subsidiary. Notwithstanding the formation foregoing, the Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the extent (I) no Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties and without giving effect to any Material Domestic exclusion of Consolidated Net Income or Consolidated Adjusted EBITDA attributable to such Foreign Subsidiaries from the definitions of Consolidated Net Income and Consolidated Adjusted EBITDA, respectively) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary that Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is a Division Successor) to exceeded, the Company shall promptly (and in any event within 45 days after one (as applicable1) (iBusiness Days) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by notify the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. such occurrence and shall, within ten (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (9010) days after the end of such fiscal year (or such longer long period of time as agreed to by that the Administrative Agent shall agree to in its reasonable sole discretion); provided, however, ) of such occurrence (A) designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries that shall no Domestic Subsidiary shall longer be required to become a Guarantor pursuant to excluded by the requirements of this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution 5.10 and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), Section 5.11 until the Credit Parties shall deliver are in compliance with the Excluded Foreign Subsidiary Threshold and (B) cause each such Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such Foreign Subsidiary) to comply with the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) requirements of this Section 5.10 and such other documents or agreements as the Administrative Agent may reasonably requestSection 5.11.

Additional Guarantors. If on the last day of the calendar quarter ending September 30, 2010 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (a15) The Credit Parties will cause each Business Days of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause an additional Subsidiary or additional Subsidiaries to become a Guarantor pursuant or Guarantors hereunder such that the total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the definition of Material Domestic Subsidiary)Administrative Agent an updated Schedule 5.2. In addition, whether newly formed, after acquired or otherwise existing (including upon if on the formation last day of any Material Domestic calendar quarter any Subsidiary that which is not then a Division Successor) to promptly (and in any event within 45 days after (as applicable) Guarantor accounts for either (i) such Material Domestic Subsidiary is formed 10% or acquired more of Adjusted EBITDA for the 12-month period then ended (other than as a result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) financial statements are 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 5.1 which demonstrate that a Domestic 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary has to become a Material Domestic Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary (orto deliver corporate resolutions, in the case opinions of (i) or (ii)counsel, and such longer period of time other corporate documentation as agreed to by the Administrative Agent in its reasonable discretion)) shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder by way unless (i) it exceeds either of execution of a Joinder Agreement. the thresholds set forth in the second preceding sentence and (bii) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of at the end of any the immediately preceding fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as quarter of the end of such fiscal yearParent the Cash Flow Leverage Ratio is 3.00 to 1.00 or higher. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The US Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the definition of Material Domestic Subsidiary)Subsidiaries, whether newly formed, after acquired or otherwise existing (including upon the formation of and any Material Domestic other Subsidiary that is a Division Successor) guarantees the High Yield Notes, to promptly (and in any event within 45 thirty (30) days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired (or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The . In connection therewith, the US Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), shall give notice to the extent Administrative Agent not already a Guarantor hereunder as of the end of any fiscal year less than ten (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (9010) days after the end of such fiscal year (or such longer shorter period of time as agreed to by the Administrative Agent in its reasonable discretion); provided) prior to creating a Domestic Subsidiary, however, that no Domestic Subsidiary or acquiring the Capital Stock of any other Person. The Credit Party Obligations shall be required to become secured by, among other things, a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would be required to obtain a third-party consent first priority perfected security interest in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision US Collateral of such Domestic Subsidiary’s articles new Guarantor and a pledge of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as 100% of the end Capital Stock of such fiscal year. (c) new Guarantor and its Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing Sections 5.10(a) and (b)foregoing, the US Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b4.1(b)-(f) – (d) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request. (b) The Canadian Borrower will cause each of its Subsidiaries, whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Canadian Subsidiary and a guarantor of the Canadian Obligations hereunder by way of execution of a Joinder Agreement. In connection therewith, the Canadian Borrower shall give notice to the Administrative Agent not less than ten (10) days (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion) prior to creating a Subsidiary, or acquiring the Capital Stock of any other Person. The Canadian Obligations shall be secured by, among other things, a first priority perfected security interest in the Canadian Collateral of such new Canadian Subsidiary to the extent required under Section 5.12 and a pledge of 100% of the Capital Stock of such new Canadian Subsidiary and its Subsidiaries. In connection with the foregoing, the Canadian Borrower shall deliver to the Administrative Agent, with respect to each new Canadian Subsidiary to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and Promptly notify the Agent at the time that any other Domestic Person becomes a Subsidiary or any Person that is required to become an Unrestricted Subsidiary becomes a Guarantor pursuant to the definition of Material Domestic Restricted Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of and cause any Material such Person that is a wholly-owned Domestic Subsidiary that is a Division SuccessorRestricted Subsidiary to (a) to promptly thereafter (and in any event within 45 fifteen (15) days after (of such Person becoming a Subsidiary or a Restricted Subsidiary, as applicablethe case may be, or such later date as the Agent may agree) (i) become a Guarantor by executing and delivering to the Agent a Joinder Agreement or such Material Domestic Subsidiary is formed or acquired or other documents as the Agent shall reasonably deem appropriate for such purpose, (ii) financial statements are delivered pursuant ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations (excluding any Material Real Estate) and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to the Agent documents of the types referred to in clauses (iii) and (iv) of Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii4.1(a), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries promptly thereafter (including upon the formation of and in any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor hereunder as of the end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement event within ninety (90) days after the end of such fiscal year (Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such longer period of time later date as agreed to by the Administrative Agent in its reasonable discretionmay agree); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) would ▇▇▇▇▇ ▇ ▇▇▇▇ to the Agent on such Person’s Material Real Estate to secure the Obligations and take such actions as may be required under the Security Documents to obtain a third-party consent perfect such Lien and (ii) if reasonably requested by the Agent, deliver documents of the types referred to in Schedule 6.15 and, (c) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person in connection with the execution and delivery of a Joinder Agreement, foregoing clauses (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(aa) and (b), the Credit Parties shall deliver in each case in form, content and scope reasonably satisfactory to the Administrative Agent, . In no event shall compliance with respect this Section 6.11 waive or be deemed a waiver or consent to each new Guarantor any transaction giving rise to the extent applicable, substantially the same documentation required pursuant need to Sections 4.1(b) – (d) and comply with this Section 6.11 if such other documents or agreements as the Administrative Agent may reasonably requesttransaction was not otherwise expressly permitted by this Agreement.