Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower will takeIf, after the Issue Date, any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary but excluding any Foreign Subsidiary and will cause each further excluding any Non-Guarantor Restricted Subsidiary if the Consolidated Net Worth of its Subsidiaries (such Non-Guarantor Restricted Subsidiary, together with the Consolidated Net Worth of all other than Unrestricted Subsidiaries and Excluded Non-Guarantor Restricted Subsidiaries, exceptas of such date, does not exceed $10.0 million in the aggregate) incurs or guarantees any Indebtedness, which when combined with respect any other such Indebtedness for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, the Company shall cause such Restricted Subsidiary to: (1) execute and deliver to Excluded Subsidiaries the Trustee a supplemental indenture substantially in the form set forth in Exhibit B attached hereto and otherwise in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms set forth in the Indenture; and (2) deliver to the Trustee an Opinion of Counsel that are Foreign Subsidiaries or FSHCOssuch supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary in accordance with its terms. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of the Indenture, subject to such Restricted Subsidiary ceasing to be a Subsidiary Guarantor when its Subsidiary Guarantee is released in accordance with the terms of the Indenture. In addition, to the extent provided the collective Consolidated Net Worth of the Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in subsection a Non-Guarantor Restricted Subsidiary, exceeds $10.0 million, the Company shall, within 60 days after such date, cause one or more of such Non-Guarantor Restricted Subsidiaries to deliver to the Trustee such a supplemental indenture and opinion as specified in clauses (d1) belowand (2) of the second preceding paragraph (and thereby cause such Non-Guarantor Restricted Subsidiary(ies) to takecease to be Non-Guarantor Restricted Subsidiary(ies)), such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description collective Consolidated Net Worth of all of remaining Non-Guarantor Restricted Subsidiaries does not exceed $10.0 million in the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedaggregate.

Additional Subsidiary Guarantors. The In the event that the Borrower will takeshall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and will such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause each of its Subsidiaries (such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, obligor with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOssuch other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the extent provided Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, Loan Documents with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOsthe Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the extent provided in subsection (d) below) are addition of such Subsidiary Guarantorsas a Guarantor. Without limiting the generality of the foregoing, if each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Group Company Guarantor Joinder Agreement, the Borrower shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, deliver to the extent provided in subsection (d) below)Agent such organizational agreements, the Borrowerresolutions, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officersconsents, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or and instruments as the Administrative Agent or the Collateral Agent shall have may reasonably requestedrequire.

Additional Subsidiary Guarantors. The Borrower will take, and Company will cause any Subsidiary that guarantees or otherwise becomes liable at any time, whether as a guarantor, borrower, co-borrower or otherwise, for or in respect of any Indebtedness in respect of any Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of its Subsidiaries the holders of the Notes (other than Unrestricted Subsidiaries substantially concurrently with the incurrence of any such obligation pursuant to or in respect of such Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form of Exhibit A to the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and Excluded Subsidiaries, exceptwarranties to the effect of those contained in the Subsidiary Guaranty, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to such Subsidiary and the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the BorrowerGuaranty, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiaryapplicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person and enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For purposes of this Section 9.7, any Subsidiary of the Company who is organized under the laws of any jurisdiction other than the United States of America (each, a “Foreign Subsidiary”) shall not be deemed to be a Person that is liable in respect of such Bank Credit Agreement if such Foreign Subsidiary (i) is a “designated borrower” or an issuer of notes under such Bank Credit Agreement and Company, or any of the Company’s Subsidiaries organized under the laws of the United States or any state thereof, is a “borrower”, “co-borrower” or an issuer of notes under such Bank Credit Agreement and (ii) deliver is not obligated for, or does not otherwise guaranty, any other Person’s obligations under such proof Bank Credit Agreement. (b) The definition of organizational authority, incumbency of officers, opinions of counsel “Bank Credit Agreement” shall be and other documents as is consistent with those delivered hereby amended by each Loan Party pursuant to Section 4.01 on deleting such definition and substituting the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.following therefor:

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary GuarantorsGuarantors not later than the times set forth herein. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and an Excluded SubsidiariesSubsidiary), except, with respect or if any Excluded Subsidiary shall cease to be an Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)Subsidiary, the Borrower, as soon as practicable and in any event within 45 thirty (30) days (or such longer period reasonably acceptable to later date as may be agreed by the Administrative AgentAgent in its sole discretion) after such formation formation, acquisition or acquisitioncessation, will provide the Collateral Agent with notice of such formation formation, acquisition or acquisition setting forth in reasonable detail a description of all of cessation and the assets of such new Subsidiary and Borrower will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 thirty (30) days (or such longer period reasonably acceptable to later date as may be agreed by the Administrative AgentAgent in its sole discretion) after such formation formation, acquisition or acquisitioncessation, (A) execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Subsidiary Guarantor” under the Guaranty, an ; a “ObligorSubsidiary Guarantor” under the Security Agreement Agreement; and an a “ObligorSubsidiary Guarantor” under the Pledge Agreement Agreement; and/or an obligor under such other Collateral Documents as may be applicable to such new SubsidiarySubsidiary and (B) take all actions required to be taken by such Collateral Documents to perfect the Liens granted thereunder; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 of this Agreement on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedrequested in order to evidence compliance with this Section 6.12.

Additional Subsidiary Guarantors. (a) The Borrower will takeCompany shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to guarantee the payment of any Indebtedness of the Company unless (i) (A) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture substantially in the form of Exhibit D hereto, providing for a Subsidiary Guarantee of the Notes by such Restricted Subsidiary and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, B) with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOsany guarantee of subordinated indebtedness by a Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary's Subsidiary Guarantee; (ii except to the extent provided in subsection (d) below) to takecontemplated by Section 10.05 hereof, such actions Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee until such time as the obligations guaranteed thereby are paid in full; and (ii such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that such Subsidiary Guarantee has been duly executed and authorized and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary that (x) existed at the time such Person became a Restricted Subsidiary of the Company and (y) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Company. (b) The Company may from time to time time, at its option, nominate any Restricted Subsidiary as an additional Subsidiary Guarantor. Any such Restricted Subsidiary shall be necessary execute and deliver a supplemental indenture to ensure that all Subsidiaries this Indenture agreeing to guarantee the Notes. At the election of the Borrower Company, such Subsidiary Guarantee may contain such release provisions as the Company may deem appropriate (other than Unrestricted Subsidiaries and Excluded Subsidiariesincluding, exceptwithout limitation, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality release provisions of the foregoing, if any Group Company shall form or acquire any new Subsidiary type in paragraph (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (dc) below). (c) Notwithstanding the foregoing paragraph (a) and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.07 may, at the Borrowerelection of the Company, as soon as practicable provide by its terms that it shall be automatically and in unconditionally released and discharged upon (i) any event within 45 days (sale or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description other disposition of all of the Company's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (ii the merger of such new Restricted Subsidiary and will cause such new into the Company or any other Restricted Subsidiary (other than Unrestricted Subsidiaries provided the surviving Restricted Subsidiary assumes the Subsidiary Guarantee) or the liquidation and Excluded Subsidiariesdissolution of such Restricted Subsidiary; or (ii the release or discharge of the guarantee which resulted in the creation of such Subsidiary Guarantee, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries except a discharge or FSHCOs, to the extent provided in subsection release by or as a result of payment under such guarantee. (d) below) to: (i) within 45 days (or such longer period reasonably acceptable Unless specified to the Administrative Agent) after such formation or acquisitioncontrary in a supplemental indenture hereto, execute an Accession Agreement any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to which such new Subsidiary this Section 4.07 shall agree be deemed to become a “Guarantor” under provide for the Guaranty, an “Obligor” under the Security Agreement release and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents discharge thereof as may be applicable to such new Subsidiary; and (iicontemplated by Sections 4.07(c) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested10.04 hereof.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (a) If at any time (x) any Person (other than an Unrestricted Subsidiaries and Subsidiary or an Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries Subsidiary) becomes a Material Subsidiary or FSHCOs, to the extent provided in subsection (dy) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than any Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries an Excluded Subsidiary) that is a Material Subsidiary is re-designated as a Restricted Subsidiary, promptly notify the Administrative Agent thereof and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and but in any event within 45 30 days after such Person becomes a Material Subsidiary or such re-designation, as the case may be, (or, in each case of the foregoing clauses (x) and (y), such longer period to which the Administrative Agent may agree in its sole discretion), cause such Material Subsidiary to (i) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart to the Guaranty and/or such other guaranty document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 4.01 as may be reasonably requested by the Administrative Agent, (iii) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (iv) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Without limiting the foregoing, within 30 days (or such longer period reasonably acceptable to which the Administrative AgentAgent may agree in its sole discretion) after such formation each delivery of financial statements pursuant to Section 6.01(a) or acquisitionSection 6.01(b), will provide the Collateral Agent with notice of such formation cause one or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary more Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect ) to Excluded become Subsidiary Guarantors and take all other actions described in this Section 6.13 as if such Subsidiaries that are Foreign Subsidiaries or FSHCOswere Material Subsidiaries, to the extent provided necessary to result in subsection the Consolidated EBITDA and Consolidated Total Assets of the Loan Parties on a consolidated basis to represent no less than 90% of the Consolidated EBITDA and Consolidated Total Assets of the Company and its Restricted Subsidiaries as of the end of the Measurement Period most recently ended for which financial information is available (dcalculated on a pro forma basis in a manner consistent with the adjustments described in Section 1.03(c) belowand in a manner consistent with the definition of “Consolidated EBITDA” and “Consolidated Total Assets” but appropriately adjusted to apply to the particular group of Persons in question). (c) to: Notwithstanding anything in this Section 6.13 to the contrary, (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new no Excluded Subsidiary shall agree be required to become be a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement Subsidiary Guarantor and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof no Foreign Holding Company or Foreign Subsidiary shall be required to guarantee the Obligations of organizational authority, incumbency of officers, opinions of counsel and other documents as the Company or any Designated Borrower that is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requesteda U.S. Person.

Additional Subsidiary Guarantors. (a) The Borrower will take(i) within thirty (30) days after a Person becomes a Domestic Subsidiary, notify the Administrative Agent of such event and (ii) within forty-five (45) days after such Person becomes a Domestic Subsidiary, cause one or more Non-Guarantor Subsidiaries to execute and deliver to the Administrative Agent a counterpart of a Subsidiary Guaranty Joinder Agreement, documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, unless waived by the Administrative Agent, favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent, if and to the extent necessary to cause (A) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Loan Parties only) of the Loan Parties for the most recently ended period of four consecutive fiscal quarters of the Borrower to equal or exceed 95% of the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Borrower and its Domestic Subsidiaries only) of the Borrower and all its Domestic Subsidiaries for such period and (B) the consolidated total assets of the Loan Parties as of the last day of such period to equal or exceed 95% of the consolidated total assets of the Borrower and all its Domestic Subsidiaries as of such date, assuming in each case of clauses (A) and (B) that such Person became a Domestic Subsidiary as of the first day of such period. (b) Within forty-five (45) days following the delivery of the Compliance Certificate for any fiscal year end, the Borrower will cause each one or more Non-Guarantor Subsidiaries to execute and deliver to the Administrative Agent a counterpart of its Subsidiaries a Subsidiary Guaranty Joinder Agreement, documents of the types referred to in clauses (other than Unrestricted Subsidiaries iii) and Excluded Subsidiaries(iv) of Section 4.01(a) and, exceptunless waived by the Administrative Agent, with respect favorable opinions of counsel, all in form, content and scope reasonably satisfactory to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOsthe Administrative Agent, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all cause (i) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Loan Parties only) of the Loan Parties for such fiscal year to equal or exceed 95% of the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Borrower and its Domestic Subsidiaries only) of the Borrower and all its Domestic Subsidiaries for such fiscal year and (ii) the consolidated total assets of the Loan Parties as of the last day of such fiscal year to equal or exceed 95% of the consolidated total assets of the Borrower and all its Domestic Subsidiaries as of such date (the requirements of clauses (i) and (ii) being referred to herein as the “Guarantor Requirement”). (c) If a Non-Guarantor Subsidiary executes and delivers a Subsidiary Guaranty Joinder Agreement after the Closing Date (other than Unrestricted Subsidiaries and Excluded Subsidiariespursuant to subsection (a) or (b) above), exceptconcurrently with the delivery of such Subsidiary Guaranty Joinder Agreement, with respect the Borrower will cause such Non-Guarantor Subsidiary to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, deliver to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality Administrative Agent documents of the foregoingtypes referred to in clauses (iii) and (iv) of Section 4.01(a) and, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries unless waived by the Administrative Agent, favorable opinions of counsel, all in form, content and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period scope reasonably acceptable satisfactory to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower will takeAs contemplated by Section 5.08 of the Revolving Credit Agreement, and will cause each of its new Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesa Financing Subsidiary, excepta CFC, with respect to Excluded Subsidiaries that are Foreign Subsidiaries a Subsidiary of a CFC, an Immaterial Subsidiary, a Transparent Subsidiary or FSHCOsa Subsidiary of a Transparent Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all existing Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded that after the date hereof cease to constitute Financing Subsidiaries, exceptCFCs, with respect to Excluded Subsidiaries that are Foreign of a CFC, Immaterial Subsidiaries, Transparent Subsidiaries or FSHCOsSubsidiaries of a Transparent Subsidiary under the Revolving Credit Agreement, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if and any Group Company shall form or acquire any new other Person that otherwise becomes a Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesa Financing Subsidiary, excepta CFC, with respect to Excluded Subsidiaries that are Foreign Subsidiaries a Subsidiary of a CFC, an Immaterial Subsidiary, a Transparent Subsidiary or FSHCOs, to a Subsidiary of a Transparent Subsidiary) within the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all meaning of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesdefinition thereof, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the GuarantyCollateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, an upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “ObligorSubsidiary Guarantor” under the Security Agreement and an “Obligor” under for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the Pledge manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and/or an obligor under such other Collateral Documents as may and shall be applicable permitted to update the Annexes with respect to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each (i) If at any time a member of its the Senior Management Team of the Company has actual knowledge that the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that SPVs) which are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection not Subsidiary Guarantors exceed ten percent (d10%) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Borrower Company and its consolidated Domestic Subsidiaries (other than Unrestricted the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries and Excluded Subsidiaries, except, with respect as are necessary to Excluded Subsidiaries that are Foreign Subsidiaries reduce such aggregate assets to or FSHCOs, below ten percent (10%) of such Consolidated Domestic Assets to deliver to the extent provided Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, substance reasonably satisfactory to the extent provided Administrative Agent in subsection (d) below)connection therewith, such Supplements and other documentation to be delivered to the Borrower, Administrative Agent as soon promptly as practicable and possible but in any event within 45 thirty (30) days following the initial date on which a member of the Senior Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents later date as may be applicable to such new Subsidiary; anddeemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the Collateral delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent shall have reasonably requestedin its sole discretion).

Additional Subsidiary Guarantors. The In the event that at any time after the Restatement Effective Date, the Borrower acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will takepromptly, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and but in any event within 45 no later than the date that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary is acquired or created (or such longer period reasonably acceptable to which the Administrative Agent may agree in its sole discretion), cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) after a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such formation Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or acquisition, will provide the Collateral Agent with notice equivalent governing body of such formation Domestic Subsidiary, certified by the Secretary or acquisition setting forth in reasonable detail a description of all of the assets an Assistant Secretary of such new Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and will cause such new Subsidiary an opinion of counsel (other than Unrestricted Subsidiaries which may be provided by in-house counsel) as the Administrative Agent shall reasonably request, in each case, in form and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) after such formation or acquisition, execute an Accession Agreement pursuant to which such new a Domestic Subsidiary shall agree not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Guarantor” under Non-Guarantor Subsidiaries”), (1) the GuarantyBorrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, an “Obligor” under taken together in the Security Agreement aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and an “Obligor” under its other Subsidiaries’ proportionate share of the Pledge Agreement and/or an obligor under total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Borrower’s and its other Collateral Documents as may be applicable Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such new Subsidiaryincome of the Borrower and its Subsidiaries consolidated for the most recently completed fiscal year; and and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent any special purpose entity created or acquired in connection with those delivered by each Loan Party pursuant any Permitted Securitization Transaction shall not be required to Section 4.01 on become a party to the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedSubsidiary Guaranty.

Additional Subsidiary Guarantors. The Borrower Company will take, and will cause each of its Subsidiaries (other than Unrestricted (i) Project Subsidiaries and Excluded Subsidiariesexcept to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, except, with respect to Excluded Subsidiaries that are (ii) Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection SUBSECTION (d) belowbelow and (iii) those Subsidiaries having limited or negligible assets as of the Closing Date which are to be merged into, or liquidated or dissolved and their residual assets distributed to, one or more Loan Parties within 90 days after the Closing Date pursuant to the Company's reorganization plan disclosed to the Administrative Agent prior to the Closing Date) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower - 97 - Company (other than Unrestricted such Project Subsidiaries, Foreign Subsidiaries and Excluded other Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)Subsidiary, the BorrowerCompany, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are any such Project Subsidiary or such Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSubsidiary) to: (i) within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “"Guarantor” " under the Subsidiary Guaranty, an “"Obligor” " under the Security Agreement and an “"Obligor” " under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower will take, and will shall cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries Material Domestic Subsidiary of the Borrower (other than Unrestricted Subsidiaries an SPV) to become a Guarantor and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, Guarantee the Obligations pursuant to the extent provided in subsection (d) below) are Guaranty and shall execute or shall cause to be executed on the date any Person becomes a Material Domestic Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary Borrower (other than Unrestricted Subsidiaries an SPV and Excluded Subsidiariesother than any Person that is already a Guarantor under the Guaranty), except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, a supplement to the extent provided Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate organizational resolutions and other documentation (including opinions of counsel) in subsection (d) below), the Borrower, as soon as practicable each case in form and in any event within 45 days (or such longer period substance reasonably acceptable satisfactory to the Administrative Agent. If at any time (a) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description aggregate assets of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Borrower’s Domestic Subsidiaries that are Foreign not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower and its Subsidiaries, (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such period, or FSHCOs, to (c) the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to total revenue of all of the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty, an “Obligor” under determined on a consolidated basis with their respective Subsidiaries, exceeds 20% of the Security Agreement consolidated total revenue of the Borrower and an “Obligor” under its Subsidiaries for the Pledge Agreement and/or an obligor under four consecutive fiscal quarters most recently ended, then, in each case, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officersdocuments, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or information as the Administrative Agent or may require) with respect to additional Domestic Subsidiaries to the Collateral Agent shall have reasonably requestedextent necessary so that, after giving effect thereto, the threshold levels in clauses (a), (b) and (c) above are not exceeded.

Additional Subsidiary Guarantors. The Notify the Administrative Agent at any time that Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, be adding a Project to the extent provided in subsection (d) below) to take, such actions from time to time as pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be necessary to ensure that all Subsidiaries included in the pool of Qualified Unencumbered Properties upon delivery of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect following to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days Description of such Project; (ii) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the calculation of Unencumbered Asset Value, (2) the value or NOI of such longer period reasonably acceptable to Project used in the Administrative Agentcalculations in such pro forma Compliance Certificate, (3) after the name of the owner of all or any portion of such formation or acquisitionProject (which must be a Wholly Owned Subsidiary as of the date on which it is added as a Qualified Unencumbered Property), execute an Accession Agreement pursuant to (4) the date on which such new Subsidiary Project shall agree to become a Qualified Unencumbered Property (the “Guarantor” Addition Date”), which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exists no Event of Default under the Guaranty, an “Obligor” under the Security this Agreement and an “Obligor” under that the Pledge Agreement and/or an obligor under addition of such other Collateral Documents as may be applicable to Project shall not result in any such new SubsidiaryEvent of Default; and (iiiii) deliver A title report respecting such proof Project dated not more than fifteen (15) days prior to the date such Project will be added to such pool of organizational authorityQualified Unencumbered Properties and, incumbency except with respect to any Project that had been included in such pool of officersQualified Unencumbered Properties within one (1) year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, opinions a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of counsel Qualified Unencumbered Properties. The effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such Project is not a Loan Party, the Borrower shall, within ten (10) days after the Addition Date, (a) cause such owner to become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or document as the Administrative Agent or shall deem appropriate for such purpose and (b) deliver to the Collateral Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) for such Person, together with favorable opinions of counsel to such Person (which shall have cover the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and such other matters as may be reasonably requestedrequired by the Administrative Agent), in each case in form and substance similar to those delivered on the Closing Date.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (da) below) to take, such actions from If at any time to time as shall be necessary to ensure that all Subsidiaries any Wholly-Owned Domestic Subsidiary of the U.S. Borrower is created, established or acquired and such Wholly Owned Domestic Subsidiary is (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are would have been if at such time it had been a Wholly Owned Domestic Subsidiary Guarantors. Without limiting the generality of the foregoingU.S. Borrower), if any Group Company shall form on the last day of the most recently ended Test Period for which financial statements have been or acquire any new are required to have been delivered pursuant to Section 7.1(a) or (b), as applicable, a Material Subsidiary (other than Unrestricted Subsidiaries and Excluded with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries establishment or FSHCOs, to the extent provided in subsection (d) belowacquisition), the BorrowerU.S. Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will as soon promptly as practicable practicable, and in any event within 45 sixty days, cause such Wholly-Owned Domestic Subsidiary to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Subsidiary Guaranty Agreement in accordance with the terms of the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the U.S. Borrower determines in good faith, (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(a)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the U.S. Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the U.S. Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the U.S. Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the U.S. Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(a) as if the respective transferee were a newly created, established or acquired Wholly-Owned Domestic Subsidiary. (b) If, on the date of delivery by the U.S. Borrower of each of the financial statements required to be delivered pursuant to Sections 7.1(a) or (b), as applicable, any of the Wholly-Owned Domestic Subsidiaries of the U.S. Borrower that is not a Subsidiary Guarantor at such time would, as of the last day of the fiscal quarter or fiscal year for which such financial statements are required to be delivered, qualify as a Material Subsidiary, then the U.S. Borrower will, within 10 Business Days notify the Administrative Agent thereof and, as promptly as practicable, and in any event within sixty days after the date of delivery (or such longer period reasonably acceptable to the Administrative Agentrequired date of delivery, if earlier) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets respective financial statements, cause each Wholly Owned Domestic Subsidiary of such new Subsidiary and will cause such new Subsidiary the U.S. Borrower (other than Unrestricted such Wholly-Owned Domestic Subsidiaries and Excluded Subsidiaries, except, with respect as will not constitute Material Subsidiaries after the taking of the actions required by this Section 7.12(b)) to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or take all actions required for such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Wholly-Owned Domestic Subsidiary shall agree to become a “Guarantor” under party to the Guaranty, an “Obligor” under Subsidiary Guaranty Agreement in accordance with the Security terms of the Subsidiary Guaranty Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents take all action in connection therewith as may would otherwise have been required to be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party taken pursuant to Section 4.01 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date Date; provided that if the U.S. Borrower determines in good faith (before the respective Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(b)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the U.S. Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly-Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the Collateral Agent provisions of this Section 7.12(b)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall have reasonably requesteddetermine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the U.S. Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the U.S. Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the U.S. Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(b) as if the respective transferee were a Material Subsidiary on the last day of the respective fiscal quarter or fiscal year for which financial statements are acquired to be delivered pursuant to Section 7.1(a) or (b), as applicable.

Additional Subsidiary Guarantors. The Borrower will takeAs contemplated by the Revolving Credit Agreement, and will cause each of its new Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesa CFC or Transparent Subsidiary (each as defined in the Revolving Credit Agreement) or Financing Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower that after the date hereof cease to constitute Florida Sidecar Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesas defined in the Revolving Credit Agreement), exceptCFCs, with respect to Excluded Subsidiaries that are Foreign Transparent Subsidiaries or FSHCOsFinancing Subsidiaries under the Revolving Credit Agreement, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if and any Group Company shall form or acquire any new other Person that otherwise becomes a Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesa Financing Subsidiary, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries CFC or FSHCOs, to Transparent Subsidiary) within the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all meaning of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesdefinition thereof, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the GuarantyCollateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto; provided, an however, that, notwithstanding any provision to the contrary in this Agreement or any Debt Document, no CFC or Transparent Subsidiary will be required to become a “ObligorSubsidiary Guarantor”. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” under the Security Agreement and an “Obligor” under for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the Pledge manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and/or an obligor under such other Collateral Documents as may and shall be applicable permitted to update the Annexes with respect to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower will takeIn the event that at any time after the Closing Date, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesthe Company acquires, except, with respect to Excluded Subsidiaries creates or has any Domestic Subsidiary that are Foreign Subsidiaries or FSHCOs, is not already a party to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)Guaranty, the BorrowerCompany will promptly, as soon as practicable and but in any event within 45 no later than the date that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary is acquired or created (or such longer period reasonably acceptable to which the Administrative Agent may agree in its sole discretion), cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) after a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such formation Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or acquisition, will provide the Collateral Agent with notice equivalent governing body of such formation Domestic Subsidiary, certified by the Secretary or acquisition setting forth in reasonable detail a description of all of the assets an Assistant Secretary of such new Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and will cause such new Subsidiary an opinion of counsel (other than Unrestricted Subsidiaries which may be provided by in-house counsel) as the Administrative Agent shall reasonably request, in each case, in form and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) after such formation or acquisition, execute an Accession Agreement pursuant to which such new a Domestic Subsidiary shall agree not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Guarantor” under Non-Guarantor Subsidiaries”), (1) the GuarantyCompany’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, an “Obligor” under taken together in the Security Agreement aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Company’s and an “Obligor” under its other Subsidiaries’ proportionate share of the Pledge Agreement and/or an obligor under total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Company’s and its other Collateral Documents as may be applicable Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such new Subsidiaryincome of the Company and its Subsidiaries consolidated for the most recently completed fiscal year; and and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent any special purpose entity created or acquired in connection with those delivered by each Loan Party pursuant any Permitted Securitization Transaction shall not be required to Section 4.01 on become a party to the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedSubsidiary Guaranty.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to Notify the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, Administrative Agent if any Group Company shall form or acquire any new Person becomes a Material Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days after such occurrence (or such longer period reasonably acceptable to as the Administrative Agent) Agent may agree), and thereafter promptly (and in any event, within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days notification (or such longer period as the Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such Person to (a) so long as such Person is not an Excluded Subsidiary, provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a counterpart of or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and certifications as the Administrative Agent may reasonably acceptable require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s jurisdiction of incorporation or organization) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent) after such formation . In addition to the foregoing, the Company may from time to time cause any Subsidiary that is not a Material Subsidiary or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree a Designated Borrower to become a “Guarantor” Subsidiary Guarantor by providing the documentation required under clauses (a) and (b) of this Section 6.13. If one or more Material Subsidiaries are created in connection with, or result from the Guarantyconsummation of, an “Obligor” under Acquisition by the Security Agreement Company or any of its Subsidiaries, then, notwithstanding the notice and an “Obligor” under timing provisions set forth herein above, the Pledge Agreement and/or an obligor under Company shall cause such other Collateral Documents as may Subsidiaries to provide the guaranty contemplated by this Section and execute and deliver the related documents required by this Section concurrently with the consummation of such Acquisition. Notwithstanding anything to the contrary set forth herein, in no event shall any Excluded Subsidiary that is excluded by virtue of clauses (a), (b) or (e) of the definition thereof be applicable required to such new provide a guaranty of any Obligations of the Company or any Designated Borrower that is a Domestic Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The Each of the Parent, ASG and the Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if in the event that any Group Company Consolidated Party shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)Subsidiary, the Borrower, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesa Foreign Subsidiary, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) to: (i) within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession a Joinder Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the GuarantySubsidiary Guaranty Agreement, an “Obligor” under the Security Agreement and an a “ObligorPledgor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.Agreement;

Additional Subsidiary Guarantors. The Borrower will takeIf any of the following occur (each an “Organizational Event”): (a) any Person that was neither a Subsidiary Guarantor nor a wholly-owned Subsidiary on the Effective Date becomes a wholly-owned Subsidiary, (b) any wholly-owned Subsidiary that was an Inactive Subsidiary on the Effective Date continues to be a wholly-owned Subsidiary but ceases to be an Inactive Subsidiary, and will cause each of its Subsidiaries or (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, c) with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOsany Subsidiary, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other elects to have such Subsidiary become a “Subsidiary Guarantor” hereunder, then the Borrower will notify the Credit Parties in writing thereof not later than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting tenth Business Day after the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice date of such formation or acquisition setting forth in reasonable detail a description of all of Organizational Event and (i) the assets of such new Subsidiary and Borrower will cause such new Subsidiary (other than Unrestricted Subsidiaries unless such Subsidiary is a CFC) to (A) execute and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days deliver each applicable Guarantee Document (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to otherwise become a “Guarantor” under party thereto in the Guarantymanner provided therein) and become a party to each applicable Security Document in the manner provided therein, an “Obligor” under in each case not later than the Security Agreement twentieth Business Day after the date of such Organizational Event and an “Obligor” under (B) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or Credit Obligations as the Administrative Agent or the Collateral Agent Required Lenders shall have reasonably requestedrequest (it being understood that not more than 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests in a Foreign Subsidiary that is a CFC shall be pledged) and (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of the Borrower or any Subsidiary Guarantor or any loans, advances or other debt is owed or owing by any such Subsidiary to the Borrower or any Subsidiary Guarantor, the Borrower will cause such Equity Interests and promissory notes and other instruments evidencing such loans, advances and other debt to be pledged pursuant to the Security Documents not later than the tenth Business Day after the date of such Organizational Event.

Additional Subsidiary Guarantors. The Notify the Administrative Agent at any time that Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, be adding a Project to the extent provided in subsection (d) below) to take, such actions from time to time as pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be necessary to ensure that all Subsidiaries included in the pool of Qualified Unencumbered Properties upon delivery of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect following to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days Description of such Project; (ii) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the calculation of Unencumbered Asset Value, (2) the value or NOI of such longer period reasonably acceptable to Project used in the Administrative Agentcalculations in such pro forma Compliance Certificate, (3) after the name of the owner of all or any portion of such formation or acquisitionProject (which must be a Wholly Owned Subsidiary of the Borrower as of the date on which it is added as a Qualified Unencumbered Property), execute an Accession Agreement pursuant to (4) the date on which such new Subsidiary Project shall agree to become a Qualified Unencumbered Property (the “Guarantor” Addition Date”), which shall be no sooner than 10 days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exist no Events of Default under the Guaranty, an “Obligor” under the Security this Agreement and an “Obligor” under that the Pledge Agreement and/or an obligor under addition of such other Collateral Documents as may be applicable to Project shall not result in any such new SubsidiaryEvent of Default; and (iiiii) A title report respecting such Project dated not more than fifteen (15) days prior to the date such Project will be added to such pool of Qualified Unencumbered Properties and, except with respect to any Project that had been included in such pool of Qualified Unencumbered Properties within one year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of Qualified Unencumbered Properties. The effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such Project is not a Covenant Loan Party, the Borrower shall, within 10 days after the Addition Date, (a) cause such owner to become a 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, (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) for such proof of organizational authorityPerson, incumbency of officers, together with favorable opinions of counsel to such Person (which shall cover the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and such other documents matters as is consistent with may be reasonably required by the Administrative Agent), in each case in form and substance similar to those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date and (c) if the Equity Interests in such Person are represented by one or as the more certificates, deliver to Administrative Agent or such original certificates along with assignments in blank as required under the Collateral Agent shall have reasonably requestedPledge Agreement.

Additional Subsidiary Guarantors. The (a) In the event that Borrower will takeshall request that certain Real Estate of a Subsidiary of Borrower (including a Controlled Joint Venture) be included as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Value, Borrower shall as a condition thereto, in addition to the requirements of §7.22, cause each such Subsidiary (including a Controlled Joint Venture) not already constituting a Subsidiary Guarantor hereunder (and any other Subsidiary of Borrower having an ownership interest in such Subsidiary of Borrower) to execute and deliver to Agent a Joinder Agreement, and will such Subsidiary (and any such other Subsidiary having an ownership interest in such Subsidiary) shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the REIT shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Indebtedness described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall promptly execute and deliver to Agent a Joinder Agreement), cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary pursuant to clause (c) of the definition thereof, Borrower shall cause such Subsidiary, within thirty (30) days (or such later date as agreed to by Agent) of such Subsidiary becoming a Material Subsidiary pursuant to clause (c) of the definition thereof, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its Subsidiaries (other than Unrestricted Subsidiaries respective organizational documents and Excluded Subsidiariesapplicable law, exceptto be a Guarantor hereunder. Without limiting the terms of this agreement, Borrower shall cause all representations in the Loan Documents that apply to the Guarantors to be true and correct in all material respects, with respect to Excluded Subsidiaries such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor (unless such representations apply to any earlier date). Without limiting the terms of this Agreement, Borrower shall cause all covenants in the Loan Documents that are Foreign Subsidiaries or FSHCOs, apply to the extent provided in subsection (d) below) Guarantors to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries true and Excluded Subsidiaries, exceptcorrect, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOssuch new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor. In connection with the delivery of any Joinder Agreement, Borrower shall deliver to the extent provided Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. Each Subsidiary of Borrower (including any Controlled Joint Venture) that owns or leases Real Estate included as an Unencumbered Property (and each other Subsidiary of Borrower having an interest in subsection such Subsidiary of Borrower) shall be organized under the laws of a State and shall have its principal place of business in a State, consistent with the requirements of §7.2. (db) below) are Subsidiary Guarantors. Without limiting The Borrower may request in writing that the generality of Agent release, and the foregoing, if any Group Company Agent shall form or acquire any new Subsidiary release (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, subject to the extent provided in subsection (d) belowterms hereof), a Subsidiary Guarantor from the Borrower, Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as soon as practicable and in any event within 45 days a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days (or such longer shorter period reasonably acceptable to which Agent may agree) prior to the Administrative Agentrequested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) after Borrower shall deliver to the Agent a certificate pursuant to which an Authorized Officer of Borrower certifies (together with such formation other evidence as Agent may reasonably request to confirm) that either (A) the Borrower has disposed of or acquisitionsimultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary Guarantor shall be liquidated and transferred to Borrower or another Subsidiary Guarantor, or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be contributed to an Unconsolidated Affiliate or disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries, and the net cash proceeds from such disposition are being distributed directly or indirectly to the Borrower or any Subsidiary Guarantor in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will cause not, upon giving effect to such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesrequested release, except, be a guarantor of or otherwise liable with respect to Excluded any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries that are Foreign Subsidiaries or FSHCOs, of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor and (ii) would not be required to be a Guarantor pursuant to clause (c) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the extent provided Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in subsection the preceding sentence (dboth as of the date of the giving of such request and as of the date of the effectiveness of such request) beloware true and correct with respect to such request. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the REIT or General Partner, which may only be released upon the written approval of Agent and all of the Lenders. (c) to: Notwithstanding the terms of §5.2(a) and (b), from and after any date that Agent first receives written notice from Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors under the Credit Agreement, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within 45 the meaning of clause (b) of the definition thereof. In the event that at any time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement and shall further cause to be satisfied within such thirty (30) day period (or such longer period reasonably acceptable as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the Administrative Agentaddition of a new Guarantor. In no event shall the provisions of this §5.2(c) after such formation entitle REIT or acquisitionGeneral Partner to be released from the Guaranty. For the avoidance of doubt, execute if at any time during which the Borrower has an Accession Agreement pursuant to which such new Investment Grade Rating the provisions of clause (b) of the definition of Material Subsidiary shall agree be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Guarantor by executing a Joinder Agreement and an “Obligor” under comply with the Pledge Agreement and/or an provisions of §5.2(a) as a condition to such Subsidiary’s becoming a guarantor or other obligor under with respect to such other Collateral Documents as may Unsecured Indebtedness regardless of whether Borrower has obtained an Investment Grade Rating. (d) Notwithstanding anything to the contrary contained herein, in the event that the entities described in clause (a) of the definition of Material Subsidiary are not required to be a Subsidiary Guarantor pursuant to §5.2(c), the Unencumbered Properties owned by such Persons shall still be considered Unencumbered Properties for the purposes of this Agreement (and considered in the calculation of Unencumbered Asset Value and Unencumbered Property Debt Yield); provided that the representations and warranties in this Agreement with respect to Unencumbered Property Subsidiaries continue to be true and correct in all material respects, and the Borrower and such Unencumbered Property Subsidiaries continue to comply with the provisions and covenants applicable to Unencumbered Property Subsidiaries (or such provisions and covenants shall be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authorityPersons and shall be complied with, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedapplicable).

Additional Subsidiary Guarantors. The (a) If any Operating Subsidiary of the Borrower will take(but excluding any Operating Subsidiary that is a member of the GPS Group), and will whether now existing or hereafter organized or acquired, has consolidated revenue in any Fiscal Quarter that exceeds the Single Subsidiary Threshold, then the Borrower shall cause each such Operating Subsidiary to become an additional Subsidiary Guarantor, as provided in this Section 5.03, within 30 days after delivery of its Subsidiaries the Financial Statements (other than Unrestricted Subsidiaries and Excluded SubsidiariesAnnual) or Financial Statements (Quarterly), exceptas the case may be, with respect to Excluded Subsidiaries such Fiscal Quarter; provided, however, that are Foreign Subsidiaries in those instances where as a result of an --------- ------- Acquisition, or FSHCOsas a result of the sale, contribution, or other transfer of assets to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries a Subsidiary of the Borrower (other than Unrestricted a member of the GPS Group), the consolidated revenue of the resulting Operating Subsidiary is projected (on a pro forma basis) by the Borrower to exceed the Single Subsidiary Threshold during the current or the immediately succeeding Fiscal Quarter of the Borrower, and such Operating Subsidiary is not then a Subsidiary Guarantor, the Borrower shall cause such Operating Subsidiary to become an additional Subsidiary Guarantor, as provided in this Section 5.03, within thirty (30) days after the date of such Acquisition, sale, contribution or other transfer of assets. (b) If for any Fiscal Quarter of the Borrower, the aggregate revenue (on a non-consolidated basis) of the Borrower and those Operating Subsidiaries and Excluded Subsidiariesthat are then Subsidiary Guarantors are less than the Aggregate Subsidiary Threshold, exceptthen the Borrower shall cause one or more other Operating Subsidiaries to become additional Subsidiary Guarantors, as provided in this Section 5.03, within 30 days after delivery of the Financial Statements (Annual) or Financial Statements (Quarterly), as the case may be, with respect to Excluded such Fiscal Quarter, so that after including the revenue of such additional Subsidiary Guarantor(s), the aggregate revenue (on a non-consolidated basis) of the Borrower and all Subsidiary Guarantors would equal or exceed the Aggregate Subsidiary Threshold for such Fiscal Quarter; provided, however, that in those instances where as a --------- ------- result of an Acquisition, or as a result of the sale, contribution, or other transfer of assets to a Subsidiary of the Borrower (other than a member of the GPS Group), or as a result of the sale or other disposition of assets by the Borrower or any Subsidiary (including the sale or other disposition of the capital stock of any Subsidiary, other than a Subsidiary of the GPS Group), the aggregate revenue (on a non-consolidated basis) of the Borrower and those Operating Subsidiaries that are Foreign then Subsidiary Guarantors are projected (on a pro forma basis) by the Borrower to be less than the Aggregate Subsidiary Threshold during the current or the immediately succeeding Fiscal Quarter of the Borrower, then the Borrower shall cause one or more other Operating Subsidiaries or FSHCOsto become additional Subsidiary Guarantors, to the extent as provided in subsection this Section 5.03, within thirty (30) days after the date of such Acquisition, sale, contribution or other transfer or disposition, so that after including the revenue of such additional Subsidiary Guarantor(s), the aggregate revenue (on a non- consolidated basis) of the Borrower and all Subsidiary Guarantors for such Fiscal Quarter would equal or exceed the Aggregate Subsidiary Threshold. (c) The Borrower may elect at any time to have an Operating Subsidiary become an additional Subsidiary Guarantor as provided in this Section 5.03. (d) below) are Subsidiary Guarantors. Without limiting Upon the generality occurrence and during the continuation of the foregoingany Event of Default, if any Group Company the Required Lenders so direct, the Borrower shall form or acquire any new Subsidiary cause all of its Operating Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded excluding Operating Subsidiaries that are Foreign Subsidiaries or FSHCOsmembers of the GPS Group) to become additional Subsidiary Guarantors, to the extent as provided in subsection (d) below)this Section 5.03, within 30 days after the Borrower, as soon as practicable 's receipt of written confirmation of such direction from the Administrative Agent. (e) An Operating Subsidiary shall become an additional Subsidiary Guarantor by executing and in any event within 45 days (or such longer period reasonably acceptable delivering to the Administrative Agent) after such formation or acquisitionAgent a Subsidiary Guarantee Supplement and a Contribution Agreement Supplement, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: accompanied by (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisitionall other Loan Documents related thereto, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent may reasonably request (including, without limitation, certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the Collateral Agent board of directors of such Operating Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.01(e)). No Operating Subsidiary that becomes a Subsidiary Guarantor shall have reasonably requestedthereafter cease to be a Subsidiary Guarantor or be entitled to be released or discharged from its obligations under the Subsidiary Guarantee or Contribution Agreement.

Additional Subsidiary Guarantors. The (i) If at any time a member of the Senior Management Team of the Borrower will take, and will cause each has actual knowledge that the aggregate assets of its all of the Borrower’s domestic consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that SPVs) which are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection not Subsidiary Guarantors exceed ten percent (d10%) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSPVs), as calculated by the Borrower, the Borrower shall cause such domestic consolidated Subsidiaries as soon are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as practicable and promptly as possible but in any event within 45 thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (or such longer period reasonably acceptable to the Administrative Agent10%) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; andConsolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, the Borrower shall cause such Subsidiary to deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Collateral Administrative Agent shall have reasonably requestedin connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but 57 in any event within thirty (30) days following the delivery of the guaranty of such other Indebtedness.

Additional Subsidiary Guarantors. The (a) If at any time any Wholly-Owned Domestic Subsidiary of the Borrower is created, established or acquired and such Wholly Owned Domestic Subsidiary is (or would have been if at such time it had been a Wholly Owned Domestic Subsidiary of the Borrower), on the last day of the most recently ended Test Period for which financial statements have been or are required to have been delivered pursuant to Section 7.1(a) or (b), as applicable, a Material Subsidiary (with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, establishment or acquisition), the Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will takeas promptly as practicable, and in any event within sixty days, cause such Wholly-Owned Domestic Subsidiary to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Subsidiary Guaranty Agreement in accordance with the terms of the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the Borrower determines in good faith, (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(a)), that such Wholly- Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(a) as if the respective transferee were a newly created, established or acquired Wholly-Owned Domestic Subsidiary. It is hereby understood and agreed that upon any Subsidiary being released as a “Subsidiary Guarantor” and being released from its obligations under the “Subsidiary Guaranty” in each case under (and as defined in) the Revolving Credit Agreement, such Subsidiary shall be concurrently and automatically be released as a Subsidiary Guarantor hereunder and be released from its obligations under the Subsidiary Guaranty. Without limiting the foregoing and notwithstanding the foregoing, the Borrower shall at all times cause each Subsidiary which is then a “Subsidiary Guarantor” (as defined in either of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries the Revolving Credit Agreement or FSHCOs, to the extent provided in subsection (d) below2017 Term Loan Agreement) to takebe a Subsidiary Guarantor hereunder. (b) If, on the date of delivery by the Borrower of each of the financial statements required to be delivered pursuant to Sections 7.1(a) or (b), as applicable, any of the Wholly-Owned Domestic Subsidiaries of the Borrower that is not a Subsidiary Guarantor at such actions from time would, as of the last day of the fiscal quarter or fiscal year for which such financial statements are required to time be delivered, qualify as shall be necessary to ensure that all Subsidiaries a Material Subsidiary, then the Borrower will, within 10 Business Days notify the Administrative Agent thereof and, as promptly as practicable, and in any event within sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, cause each Wholly Owned Domestic Subsidiary of the Borrower (other than Unrestricted such Wholly-Owned Domestic Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded as will not constitute Material Subsidiaries that are Foreign Subsidiaries or FSHCOs, to after the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality taking of the foregoing, if any Group Company shall form or acquire any new actions required by this Section 7.12(b)) to take all actions required for such Wholly-Owned Domestic Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under party to the Guaranty, an “Obligor” under Subsidiary Guaranty Agreement in accordance with the Security terms of the Subsidiary Guaranty Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents take all action in connection therewith as may would otherwise have been required to be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party taken pursuant to Section 4.01 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date Date; provided that if the Borrower determines in good faith (before the respective Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(b)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly-Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the Collateral Agent provisions of this Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall have reasonably requesteddetermine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(b) as if the respective transferee were a Material Subsidiary on the last day of the respective fiscal quarter or fiscal year for which financial statements are acquired to be delivered pursuant to Section 7.1(a) or (b), as applicable.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with With respect to Excluded Subsidiaries (i) any Person that are Foreign Subsidiaries is or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new becomes a Subsidiary (other than Unrestricted Subsidiaries and an Excluded SubsidiariesSubsidiary) of the Borrower after the Closing Date, except, with respect and/or (ii) any Subsidiary of the Borrower that ceases to be an Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, Subsidiary after the Closing Date (each such Subsidiary being referred to the extent provided in subsection (d) belowas a “New Subsidiary”), then: (a) within five (5) Business Days (or such longer period as the BorrowerAdministrative Agent may agree) of such event, as soon as practicable the Borrower shall: (i) notify the Administrative Agent in writing of such event and the name of such New Subsidiary; (ii) provide the Administrative Agent with the U.S. taxpayer identification for such New Subsidiary; and (iii) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent or any Lender requests in any event order to comply with its obligations under applicable “know your customer” rules and regulations, Anti-Money-Laundering Laws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation; and (b) within 45 30 days (or such longer period reasonably acceptable as the Administrative Agent shall agree) of such event, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent, at the Borrower’s sole expense, each of which shall be originals, or e-mail (in a .pdf format) after such formation or acquisitionfacsimiles (followed promptly by originals) unless otherwise specified, will provide the Collateral Agent with notice each of such formation or acquisition setting forth in reasonable detail which documents shall be properly executed by a description of all Responsible Officer of the assets of such new signing New Subsidiary or Loan Party, as applicable, and will cause such new Subsidiary (other than Unrestricted Subsidiaries each in form and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, substance reasonably satisfactory to the extent provided in subsection (d) below) toAdministrative Agent and the Required Lenders: (i) within 45 days a joinder agreement in substantially the form attached hereto as Exhibit G, together with all of the items described in Sections 4.01(a)(iv), 4.01(a)(v), 4.01(a)(vii) and 4.01(a)(viii) with respect to each New Subsidiary (or in each case to the extent not already a Subsidiary Guarantor), (ii) a joinder agreement and/or pledge amendment with respect to the Pledge Agreement pursuant to which the Equity Interests in such longer period reasonably acceptable New Subsidiary shall be pledged in favor of the Administrative Agent for the benefit of the Secured Parties (in each case to the extent not already pledged as Collateral) together with the items referenced in Section 4.01(a)(iii)(A)-(C) with respect to such New Subsidiary, and (iii) if required by the Administrative Agent, favorable opinions of counsel to the Loan Parties, addressed to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement L/C Issuer and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents each Lender as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or matters as the Administrative Agent may reasonably request concerning such New Subsidiary and the Loan Documents to which such New Subsidiary is a party. (c) 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 Collateral Administrative Agent with respect to any New Subsidiary are not reasonably satisfactory to the Administrative Agent, such New Subsidiary shall have reasonably requestednot be permitted to become a Guarantor, and for the avoidance of doubt no Default shall occur as a result thereof.

Additional Subsidiary Guarantors. The Borrower will take(a) On and after the date hereof, and the Company will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded the Company’s Subsidiaries that are Foreign Subsidiaries or FSHCOs, is not an Excluded Subsidiary to the extent provided in subsection promptly (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and but in any event within 45 thirty (30) calendar days of (i) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or such longer period reasonably acceptable to (ii) the Administrative Agent) after such acquisition or formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and which is not an Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to:Subsidiary): (i) within 45 days (or such longer period reasonably acceptable execute and deliver a supplemental indenture to the Administrative Agent) after such formation or acquisitionthis Indenture, execute an Accession Agreement pursuant to which such new Subsidiary shall will agree to become be a “Subsidiary Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 18; provided that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor” under the Guaranty, an “Obligor” under the Security Agreement ; and an “Obligor” under the Pledge Agreement and/or an obligor under (B) such other Note Guarantee and joinders to any applicable Related Collateral Documents pursuant to Section 4.18(b) constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be applicable limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to such new Subsidiaryfraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other customary exceptions; and (ii) deliver waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such proof of organizational authoritySubsidiary under its Note Guarantee. (b) In addition, incumbency of officers, opinions of counsel the Company shall cause each Subsidiary Guarantor to become a party to the applicable Related Collateral Documents and other documents as is consistent with those delivered by each Loan Party pursuant take such actions required thereby to Section 4.01 on the Closing Date or as the Administrative Agent or grant to the Collateral Agent shall have reasonably requestedAgent, for the benefit of itself, the Trustee and the Holders, a perfected security interest in any Collateral held by such Subsidiary Guarantor, subject to Permitted Liens.

Additional Subsidiary Guarantors. The Notify the Administrative Agent at any time that Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, be adding a Project to the extent provided in subsection (d) below) to take, such actions from time to time as pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be necessary to ensure that all Subsidiaries included in the pool of Qualified Unencumbered Properties upon delivery of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect following to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days Description of such Project; (ii) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the calculation of Unencumbered Asset Value, (2) the value or NOI of such longer period reasonably acceptable to Project used in the Administrative Agentcalculations in such pro forma Compliance Certificate, (3) after the name of the owner of all or any portion of such formation Project (which must be a Wholly Owned Subsidiary of the Borrower or acquisitionCCPT II as of the date on which it is added as a Qualified Unencumbered Property), execute an Accession Agreement pursuant to (4) the date on which such new Subsidiary Project shall agree to become a Qualified Unencumbered Property (the “Guarantor” Addition Date”), which shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exists no Event of Default under the Guaranty, an “Obligor” under the Security this Agreement and an “Obligor” under that the Pledge Agreement and/or an obligor under addition of such other Collateral Documents as may be applicable to Project shall not result in any such new SubsidiaryEvent of Default; and (iiiii) deliver A title report respecting such proof Project dated not more than fifteen (15) days prior to the date such Project will be added to such pool of organizational authorityQualified Unencumbered Properties and, incumbency except with respect to any Project that had been included in such pool of officersQualified Unencumbered Properties within one (1) year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, opinions a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of counsel Qualified Unencumbered Properties. The effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such Project is not a Loan Party, the Borrower shall, within ten (10) days after the Addition Date, (a) cause such owner to become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or document as the Administrative Agent or shall deem appropriate for such purpose and (b) deliver to the Collateral Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) for such Person, together with favorable opinions of counsel to such Person (which shall have cover the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and such other matters as may be reasonably requestedrequired by the Administrative Agent), in each case in form and substance similar to those delivered on the Closing Date.

Additional Subsidiary Guarantors. (a) The Borrower will take, and Obligors will cause each of its their Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to takeenter into the Subsidiary Guaranty as required under Section 4.10. Further, such actions from time to time as shall be necessary to ensure that all the Obligors will cause each of their Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect ) first formed or acquired after the date hereof to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, enter into the Subsidiary Guaranty and deliver to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality each of the foregoingholders of the Notes (promptly, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to after the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to Subsidiary) the extent provided in subsection (d) below) tofollowing items: (i) within 45 days a joinder agreement in respect of the Subsidiary Guaranty; (ii) a certificate signed by an authorized Responsible Officer of the Obligors making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (iii) a certificate of the Secretary (or such longer period reasonably acceptable other appropriate officer) of the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; (iv) an opinion of counsel (who may be in-house counsel for the Obligors) addressed to each of the holders of the Notes satisfactory to the Administrative Agent) after Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such formation or acquisitionadditional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, execute valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its terms, except as an Accession Agreement pursuant to which enforcement of such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as terms may be applicable to limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; (v) a counterpart of the Intercreditor Agreement, signed by such new SubsidiarySubsidiary Guarantor; and (iivi) deliver such proof of organizational authority(to the extent not already a party to the Intercreditor Agreement), incumbency of officers, opinions of counsel and other documents as is consistent with those delivered a joinder to the Intercreditor Agreement signed by each Loan Party of the holders of Debt for borrowed money of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor. If any Subsidiary that had previously been an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Obligors will within 30 days thereafter cause such Subsidiary to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes all of the documents required in clauses (i)-(vi) of this Section 9.5(a). (b) In addition to, and without limiting the requirement in Section 9.5(a), the Obligors will cause any Subsidiary which is required by the terms of the Bank Credit Agreement (or any other agreement pursuant to Section 4.01 on which Debt for borrowed money of an Obligor is outstanding) to become a party to, or otherwise guarantee, Debt outstanding under the Closing Date Bank Credit Agreement or as such other agreement, to enter into the Administrative Agent Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement or such other agreement) all of the Collateral Agent shall have reasonably requesteddocuments required in clauses (i)-(vi) of paragraph (a) above.

Additional Subsidiary Guarantors. The Holdings and the Borrower will take, and will cause each of its their Subsidiaries (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Permitted Non-Guarantor Subsidiaries) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Holdings (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Permitted Non-Guarantor Subsidiaries and the Borrower) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company in the event that Holdings or the Borrower shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect provided that nothing in this Section 8.12 shall imply any right by Holdings to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided acquire any Subsidiary in subsection (d) belowcontravention of Section 9.13(b)), the Borrower, it will (I) as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Administrative Agent with notice of such formation or acquisition acquisition, setting forth in reasonable detail a description of all of the assets of such new Subsidiary Subsidiary, and will (II) cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesa Foreign Subsidiary, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Permitted Non-Guarantor Subsidiaries) to, within 60 days after such formation or acquisition: (i) within 45 days (or such longer period reasonably acceptable execute and deliver to the Administrative Agent) after such formation or acquisition, execute an Accession Collateral Agent a Joinder Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Subsidiaries Guaranty, an “Obligor” and grantor, pledgor, mortgagor or the like under the applicable Security Agreement Documents; (ii) if such Person owns any real property having fair market value greater than $1,000,000 in the aggregate for all such owned property together and an “Obligor” under located in the Pledge Agreement and/or an obligor under United States or, to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole discretion, located outside the United States, or leases any property located in the United States that after the acquisition would be Material Leased Property, to execute and deliver to the Collateral Agent such mortgages, deeds of trust or other Collateral Documents agreements or instruments covering such real property and fixtures as shall be necessary to create and perfect valid and enforceable Liens (subject only to Permitted Liens) on such real property and fixtures as collateral security for the Secured Obligations, together in each case with such Perfection Documents, environmental reports and landlord’s waivers as the Administrative Agent or the Required Lenders may reasonably request; (iii) to the extent not otherwise covered pursuant to clause (ii) above, take such actions (including delivering such securities, other investment property or instruments and executing and delivering such UCC financing statements and other Perfection Documents) as shall be applicable necessary to create and perfect valid and enforceable first priority Liens (subject only to Permitted Liens) on all or substantially all of the assets of such new SubsidiarySubsidiary as collateral security for the Secured Obligations; and (iiiv) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Credit Party (or its Managing Entity) pursuant to Section 4.01 5.04 on the Closing Initial Borrowing Date or as the Administrative Agent, the Collateral Agent or the Collateral Agent Required Lenders shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower will takeTake, and will cause each of its their Subsidiaries (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Non-Wholly-Owned Entities) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Holdings (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Non-Wholly-Owned Entities) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if in the event that any Group Company Loan Party shall form or acquire any such new Subsidiary (other than Unrestricted Subsidiaries and Excluded SubsidiariesSubsidiary, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the BorrowerHoldings, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Administrative Agent with notice of such formation or acquisition acquisition, setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the GuarantySubsidiary Guarantee Agreement, an “Obligor” and grantor, pledgor, mortgagor or the like under the applicable Security Agreement Documents; (ii) if such Subsidiary owns any real property located in the United States the value of which exceeds $500,000, to execute and an “Obligor” under deliver to the Pledge Agreement and/or an obligor under Administrative Agent such mortgages, deeds of trust or other Collateral Documents agreements or instruments covering such real property and fixtures as shall be necessary to create and perfect valid and enforceable Liens (subject only to Permitted Liens) on such real property and fixtures as collateral security for the Obligations, together in each case with such Uniform Commercial Code financing statements, environmental reports, title insurance policies, and surveys, as the Administrative Agent or the Required Lenders may reasonably request; (iii) to the extent not otherwise covered pursuant to clause (ii) above, take such actions (including delivering such securities, other investment property or instruments and authorizing such Uniform Commercial Code financing statements) as shall be applicable necessary to create and perfect valid and enforceable first priority Liens (subject only to Permitted Liens) on all or substantially all of the assets of such new SubsidiarySubsidiary as collateral security for the Obligations, as requested by the Administrative Agent or Required Lenders; and (iiiv) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 4.2 on the Closing Date or as the Administrative Agent or the Collateral Agent Required Lenders shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower will take(a) If, and will cause each as of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, there shall exist any Material Subsidiary that is not already a Subsidiary Guarantor (other than Unrestricted Subsidiaries and Excluded Subsidiarieseach, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowa “New Material Subsidiary”), within fifty (50) days after the Borrower, as soon as practicable and in any event within 45 days date on which Financials for such quarter are required to be delivered hereunder (or such longer period reasonably acceptable of time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such New Material Subsidiary to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative AgentAgent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) after execute and/or deliver such formation other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence such New Material Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (b) If, as of the end of any fiscal quarter of the Borrower for which Financials have been delivered hereunder, the aggregate amount of Consolidated EBITDA for the period of four consecutive fiscal quarters then ended or acquisition, will provide Consolidated Total Assets as of the Collateral Agent with notice end of such formation or acquisition setting forth quarter, in reasonable detail a description of each case, attributable to all of the assets of such new Subsidiary and will cause such new Subsidiary Restricted Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesany Receivables Entity or any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, except, with respect to Excluded Subsidiaries any state or commonwealth thereof or the District of Columbia) that are Foreign Subsidiaries not Subsidiary Guarantors, exceeds fifteen percent (15%) of Consolidated EBITDA for such period or FSHCOsfifteen percent (15%) of Consolidated Total Assets as of such date, within fifty (50) days after the date on which Financials for such quarter are required to the extent provided in subsection (d) below) to: (i) within 45 days be delivered hereunder (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or time as the Administrative Agent may agree to in its sole discretion), the Borrower shall cause such additional Restricted Subsidiaries as may be necessary to eliminate such excess to (A) become Subsidiary Guarantors by executing and delivering to the Administrative Agent a joinder agreement substantially in the form of Exhibit A to the Subsidiary Guaranty and (B) execute and/or deliver such other documentation of the types described under Sections 4.01(c) and (d) as the Administrative Agent may reasonably request to evidence each such Restricted Subsidiary’s authority to enter into the Subsidiary Guaranty and become a Subsidiary Guarantor. (c) Notwithstanding the foregoing no Receivables Entity, nor any Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States of America, any state or commonwealth thereof or the Collateral Agent District of Columbia, shall have reasonably requestedbe required to become a Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) The Borrower will take, and Company will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesthat guarantees or otherwise becomes liable at any time, exceptwhether as a borrower or an additional or co borrower or otherwise, with for or in respect of any Indebtedness under any Material Credit Facility to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) toconcurrently therewith: (i) within 45 days (or such longer period reasonably acceptable enter into a joinder to the Administrative AgentSubsidiary Guaranty in form and substance satisfactory to the Required Holders (a “Joinder Agreement”) after providing for the guaranty by such formation or acquisitionSubsidiary, execute an Accession Agreement on a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Company pursuant to which such new Subsidiary shall agree the Notes (whether for principal, interest, Make Whole Amount or otherwise) and this Agreement, including all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to become a “Guarantor” under the GuarantyNotes or this Agreement to be performed, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiaryobserved or discharged by it; and (ii) deliver the following to each Purchaser and holder of a Note: (A) an executed counterpart of such proof Joinder Agreement; (B) a certificate signed by an authorized responsible officer of organizational authoritysuch Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, incumbency mutatis mutandis, as those contained in Section 5 of officersthis Agreement (but with respect to such Subsidiary and such Joinder Agreement rather than the Company); (C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, opinions continuing existence and, where applicable, 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) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or such Joinder Agreement as the Administrative Agent Required Holders may reasonably request. (b) 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 Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the Collateral Agent holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under such Material Credit Facility, (ii) at the time of, and after giving effect AZZ Inc. Note Purchase Agreement to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (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 reasonably requestedreceived a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.1, 10.2 and 10.4, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Additional Subsidiary Guarantors. The Borrower will take(a) At all times prior to either of the Obligors or any of the Obligors’ Subsidiaries becoming obligated in respect of any Capital Markets Indebtedness, and the Obligors will cause (i) each of its their Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries), exceptincluding, with respect to Excluded without limitation, each of their Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries) first formed or acquired after the date hereof, exceptto enter into a Subsidiary Guaranty (promptly and in any event, within 30 days after the formation or acquisition of such Subsidiary, to enter into a joinder agreement in respect of the existing Subsidiary Guaranty and deliver to the holders of Notes the other items required to be delivered under Section 9.5(c)), and (ii) each Subsidiary that had previously been an Excluded Subsidiary that ceases to be an Excluded Subsidiary to enter into a joinder agreement in respect of the Subsidiary Guaranty and deliver to the holders of Notes all of the documents required under Section 9.5(c). In addition to, and without limiting the requirement in the immediately preceding sentence, at all times prior to the Obligor or any Subsidiary becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause any Subsidiary which is required by the terms of any Bank Credit Agreement (or any other agreement pursuant to which Debt for borrowed money of a Obligor is outstanding) to become a party to, or otherwise guarantee, Debt outstanding under a Bank Credit Agreement or such other agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of Notes (concurrently with the incurrence of any such obligation pursuant to a Bank Credit Agreement or such other agreement) all of the documents required under Section 9.5(c). (b) On and after the date either of the Obligors or any of the Obligors’ Subsidiaries becomes obligated in respect to Excluded of any Capital Markets Indebtedness, the Obligors shall cause each of their Subsidiaries that are Foreign Subsidiaries or FSHCOs, is not already a Subsidiary Guarantor and to which any of the following conditions applies to execute and deliver to the extent provided holders of the Notes a joinder agreement in subsection respect of the existing Subsidiary Guaranty (dor if the Subsidiary Guaranty has previously been terminated because all Subsidiary Guarantors party to it have been released pursuant to Section 9.5(d) below, a Subsidiary Guaranty) are and deliver to the holders of Notes the other items required to be delivered under Section 9.5(c): (i) such Subsidiary Guarantors. Without limiting the generality of the foregoingan Obligor Guarantees, if or otherwise becomes obligated in respect of any Group Company shall form Debt of an Obligor or acquire any new Subsidiary of an Obligor (other than Unrestricted Subsidiaries and an Excluded Subsidiaries, except, with Subsidiary guaranteeing or otherwise becoming obligated in respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets Debt of another Excluded Subsidiary); or (ii) (A) such Subsidiary owns an Unencumbered Property and (B) such Subsidiary, or any other Subsidiary of an Obligor that directly or indirectly owns any stock or other equity interests in such Subsidiary has incurred, acquired or suffered to exist any Debt that is Recourse. (c) Each joinder agreement in respect of the Subsidiary Guaranty or new Subsidiary Guaranty delivered by a Subsidiary of the Obligors under the immediately preceding subsections (a) and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to b) shall be accompanied by each of the extent provided in subsection (d) below) tofollowing: (i) within 45 days a certificate signed by an authorized, responsible officer of the Obligors making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7 hereof, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (ii) a certificate of the Secretary (or such longer period reasonably acceptable other appropriate officer) of the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; (iii) an opinion of counsel (who may be in-house counsel for the Obligors addressed to the Administrative Agentholders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its terms, except as any enforceable of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (iv) after if the Intercreditor Agreement is still in effect at such formation or acquisitiontime, execute a counterpart of the Intercreditor Agreement, signed by such Subsidiary Guarantor or, if the Intercreditor Agreement is not in effect, but an Accession Agreement pursuant to which intercreditor agreement would be required at such new Subsidiary shall agree to become a “Guarantor” time under the GuarantyBank Credit Agreement, an a counterpart of such intercreditor agreement signed by such Subsidiary Guarantor (such Intercreditor Agreement being in form and substance reasonably satisfactory to the Required Holders, the “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new SubsidiaryFuture Intercreditor Agreement”); and (v) (to the extent not already a p▇▇▇▇ to the Intercreditor Agreement or a Future Intercreditor Agreement, as the case may be) a joinder to the Intercreditor Agreement or the Future Intercreditor Agreement, as the case may be, signed by each of the holders of Debt of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor; and (d) The Obligors may request in writing that the holders of outstanding Notes release, and upon receipt of such request the holders of outstanding Notes shall release a Subsidiary Guarantor from the Subsidiary Guaranty so long as: (i) such Subsidiary Guarantor is not required to be a party to the Subsidiary Guaranty under Section 9.5(a) or 9.5(b); (ii) deliver no Default or Event of Default shall have occurred and be continuing at the time of such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent request or the Collateral Agent shall have reasonably requested.effectiveness of such request; (iii) all of the representations and warranties of the Obligors contained in

Additional Subsidiary Guarantors. The Borrower will take, and Parent will cause each Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor and that Guarantees any Indebtedness of its Subsidiaries (Parent, an Issuer or any Subsidiary Guarantor under a Credit Facility or any Capital Markets Indebtedness of Parent, an Issuer or any other than Unrestricted Subsidiaries Subsidiary Guarantor to execute and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, deliver to the extent provided in subsection (d) below) to takeTrustee, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth Guarantee, a supplemental indenture substantially in reasonable detail a description the form of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded SubsidiariesExhibit F hereto, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Restricted Subsidiary shall agree Guarantee the Obligations of the Operating Partnership pursuant to this Indenture and the Notes, and thus become a Subsidiary Guarantor bound by the Note Guarantee provisions of this Indenture; provided that this Section 4.17 shall not apply as a result of any Guarantee by any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or to any Guarantee by any Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor outstanding as of the Issue Date or any Refinancing thereof to the extent required by the terms of such Indebtedness. If required to become a “Guarantor” under Subsidiary Guarantor pursuant to the Guarantyimmediately preceding sentence, such Restricted Subsidiary shall, at the time of delivery to the Trustee of such supplemental indenture, also deliver to the Trustee an “Obligor” under the Security Agreement Opinion of Counsel that such supplemental indenture has been duly authorized, executed and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by such Restricted Subsidiary. Notwithstanding the foregoing, each Loan Party Note Guarantee will be automatically released pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested10.05 hereof.

Additional Subsidiary Guarantors. The Borrower will take(a) On and after the date hereof, and the Company will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded the Company’s Subsidiaries that are Foreign Subsidiaries or FSHCOs, is not an Excluded Subsidiary to the extent provided in subsection promptly (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and but in any event within 45 thirty (30) calendar days of (i) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or such longer period reasonably acceptable to (ii) the Administrative Agent) after such acquisition or formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and which is not an Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to:Subsidiary): (i) within 45 days (or such longer period reasonably acceptable execute and deliver a supplemental indenture to the Administrative Agent) after such formation or acquisitionthis Indenture, execute an Accession Agreement pursuant to which such new Subsidiary shall will agree to become be a “Subsidiary Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 18; provided that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor” under the Guaranty, an “Obligor” under the Security Agreement ; and an “Obligor” under the Pledge Agreement and/or an obligor under (B) such other Note Guarantee and joinders to any applicable Related Collateral Documents pursuant to Section 4.18(b) constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be applicable limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to such new Subsidiaryfraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other exceptions; and (ii) deliver waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such proof of organizational authoritySubsidiary under its Note Guarantee. (b) In addition, incumbency of officers, opinions of counsel the Company shall cause each Subsidiary Guarantor to become a party to the applicable Related Collateral Documents and other documents as is consistent with those delivered by each Loan Party pursuant take such actions required thereby to Section 4.01 on the Closing Date or as the Administrative Agent or grant to the Collateral Agent shall have reasonably requestedAgent, for the benefit of itself, the Trustee and the Holders, a perfected security interest in any Collateral held by such Subsidiary Guarantor, subject to Permitted Liens.

Additional Subsidiary Guarantors. The Borrower will take(a) At all times prior to either of the Obligors or any of the Obligors’ Subsidiaries becoming obligated in respect of any Capital Markets Indebtedness, and the Obligors will cause (i) each of its their Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries), exceptincluding, with respect to Excluded without limitation, each of their Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries) first formed or acquired after the date hereof, exceptto enter into a Subsidiary Guaranty (promptly and in any event, within 30 days after the formation or acquisition of such Subsidiary, to enter into a joinder agreement in respect of the existing Subsidiary Guaranty and deliver to the holders of Notes the other items required to be delivered under Section 9.5(c)), and (ii) each Subsidiary that had previously been an Excluded Subsidiary that ceases to be an Excluded Subsidiary to enter into a joinder agreement in respect of the Subsidiary Guaranty and deliver to the holders of Notes all of the documents required under Section 9.5(c). In addition to, and without limiting the requirement in the immediately preceding sentence, at all times prior to the Obligor or any Subsidiary becoming obligated in respect of any Capital Markets Indebtedness, the Obligors will cause any Subsidiary which is required by the terms of any Bank Credit Agreement (or any other agreement pursuant to which Debt for borrowed money of a Obligor is outstanding) to become a party to, or otherwise guarantee, Debt outstanding under a Bank Credit Agreement or such other agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of Notes (concurrently with the incurrence of any such obligation pursuant to a Bank Credit Agreement or such other agreement) all of the documents required under Section 9.5(c). (b) On and after the date either of the Obligors or any of the Obligors’ Subsidiaries becomes obligated in respect to Excluded of any Capital Markets Indebtedness, the Obligors shall cause each of their Subsidiaries that are Foreign Subsidiaries or FSHCOs, is not already a Subsidiary Guarantor and to which any of the following conditions applies to execute and deliver to the extent provided holders of the Notes a joinder agreement in subsection respect of the existing Subsidiary Guaranty (dor if the Subsidiary Guaranty has previously been terminated because all Subsidiary Guarantors party to it have been released pursuant to Section 9.5(d) below, a Subsidiary Guaranty) are and deliver to the holders of Notes the other items required to be delivered under Section 9.5(c): (i) such Subsidiary Guarantors. Without limiting the generality of the foregoingan Obligor Guarantees, if or otherwise becomes obligated in respect of any Group Company shall form Debt of an Obligor or acquire any new Subsidiary of an Obligor (other than Unrestricted Subsidiaries and an Excluded Subsidiaries, except, with Subsidiary guaranteeing or otherwise becoming obligated in respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets Debt of another Excluded Subsidiary); or (ii) (A) such Subsidiary owns an Unencumbered Property and (B) such Subsidiary, or any other Subsidiary of an Obligor that directly or indirectly owns any stock or other equity interests in such Subsidiary has incurred, acquired or suffered to exist any Debt that is Recourse. (c) Each joinder agreement in respect of the Subsidiary Guaranty or new Subsidiary Guaranty delivered by a Subsidiary of the Obligors under the immediately preceding subsections (a) and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to b) shall be accompanied by each of the extent provided in subsection (d) below) tofollowing: (i) within 45 days a certificate signed by an authorized, responsible officer of the Obligors making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7 hereof, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (ii) a certificate of the Secretary (or such longer period reasonably acceptable other appropriate officer) of the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; (iii) an opinion of counsel (who may be in-house counsel for the Obligors) addressed to the Administrative Agentholders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such additional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its terms, except as any enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (iv) after if the Intercreditor Agreement is still in effect at such formation or acquisitiontime, execute a counterpart of the Intercreditor Agreement, signed by such Subsidiary Guarantor or, if the Intercreditor Agreement is not in effect, but an Accession Agreement pursuant to which intercreditor agreement would be required at such new Subsidiary shall agree to become a “Guarantor” time under the GuarantyBank Credit Agreement , an a counterpart of such intercreditor agreement signed by such Subsidiary Guarantor (such Intercreditor Agreement being in form and substance reasonably satisfactory to the Required Holders, the “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new SubsidiaryFuture Intercreditor Agreement”); and (v) (to the extent not already a party to the Intercreditor Agreement or a Future Intercreditor Agreement, as the case may be) a joinder to the Intercreditor Agreement or the Future Intercreditor Agreement, as the case may be, signed by each of the holders of Debt of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor; and (d) The Obligors may request in writing that the holders of outstanding Notes release, and upon receipt of such request the holders of outstanding Notes shall release a Subsidiary Guarantor from the Subsidiary Guaranty so long as: (i) such Subsidiary Guarantor is not required to be a party to the Subsidiary Guaranty under Section 9.5(a) or 9.5(b); (ii) deliver no Default or Event of Default shall have occurred and be continuing at the time of such proof request or the effectiveness of organizational authoritysuch request; (iii) all of the representations and warranties of the Obligors contained in Section 5 of this Agreement (other than representations and warranties which expressly speak as of a different time) shall be true and correct in all material respects at the time of such request and at the time of the effectiveness of such request; (iv) the holders of outstanding Notes shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the holders of outstanding Notes) prior to the requested date of release; and (v) if in connection with such Subsidiary Guarantor being released and discharged under any agreement pursuant to which Debt of an Obligor is outstanding, incumbency any fee or other form of officersconsideration is given to any holder of Debt under such agreement for such release, opinions the holders of counsel and other documents as is consistent with those delivered the Notes shall receive equivalent consideration substantially concurrently therewith. Delivery by the Obligors of any such request shall constitute a representation by each Loan Party pursuant Obligor that the matters set forth in the preceding sentence (both as of the date of giving such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. In the event of any such release, for purposes of Section 4.01 on 10.9, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release.” (b) Clause (ii) of Section 10.3(e) of the Closing Date or Note Purchase Agreement shall be replaced in its entirety as the Administrative Agent or the Collateral Agent shall have reasonably requested.follows:

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to To the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all cause (x) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Non-Guarantor Subsidiaries only) of the Non-Guarantor Subsidiaries for the most recently ended period of four consecutive fiscal quarters of the Borrower not to exceed 30% of the Consolidated EBITDA of the Borrower and all its Subsidiaries for such period and (other than Unrestricted y) the consolidated total assets of the Non-Guarantor Subsidiaries as of the last day of the most recently ended period of four consecutive fiscal quarters not to exceed 40% of the consolidated total assets of the Borrower and Excluded Subsidiariesall its Subsidiaries as of such date, exceptconcurrently with the delivery of the Compliance Certificate for such period pursuant to Section 6.02(a), with respect cause one or more Non-Guarantor Subsidiaries to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, (a) become a Subsidiary Guarantor by executing and delivering to the extent provided in subsection Administrative Agent a counterpart of a Subsidiary Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (db) below) are Subsidiary Guarantors. Without limiting deliver to the generality Administrative Agent documents of the foregoing, if any Group Company shall form or acquire any new types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Subsidiary (which shall cover, among other than Unrestricted Subsidiaries things, the legality, validity, binding effect and Excluded Subsidiaries, except, with respect enforceability of the documentation referred to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection clause (d) belowa)), the Borrowerall in form, as soon as practicable content and in any event within 45 days (or such longer period scope reasonably acceptable satisfactory to the Administrative Agent) after such formation or acquisition; provided that the Borrower shall not cause any Foreign Subsidiary to become a Subsidiary Guarantor pursuant to this Section 6.12 unless and until all Domestic Subsidiaries have become Subsidiary Guarantors. If a Non-Guarantor Subsidiary becomes a Subsidiary Guarantor other than pursuant to the foregoing sentence, will provide concurrently with the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all delivery of the assets of such new Subsidiary and documentation referenced in the foregoing sentence, the Borrower will cause such new Non-Guarantor Subsidiary to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Subsidiary (which shall cover, among other than Unrestricted Subsidiaries things, the legality, validity, binding effect and Excluded Subsidiariesenforceability of such documentation), exceptall in form, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period content and scope reasonably acceptable satisfactory to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The If at any time a member of the Senior Management Team of the Borrower will take, and will cause each has actual knowledge that the aggregate assets of its all of the Borrower’s domestic consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that SPVs) which are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection not Subsidiary Guarantors exceed ten percent (d10%) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSPVs), as calculated by the Borrower, the Borrower shall cause such domestic consolidated Subsidiaries as soon are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as practicable and promptly as possible but in any event within 45 thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, the Borrower shall cause such longer period reasonably acceptable Subsidiary to deliver to the Administrative Agent) after Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such formation or acquisition, will provide Supplement and other documentation to be delivered to the Collateral Administrative Agent concurrently with notice the delivery of the guaranty of such formation or acquisition setting forth other Indebtedness. For the avoidance of doubt and notwithstanding the foregoing, no Subsidiary Guaranty shall be required to be delivered prior to the Funding Date; provided, however, that no thirty-day grace period described in reasonable detail a description of all any of the assets foregoing subsections of such new this Section 7.2(K) shall apply to any of the Subsidiary and will cause such new Subsidiary Guarantees required to be delivered on the Funding Date (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided as described in subsection (d) below) to: clause (i) within 45 days (or such longer period reasonably acceptable of the definition of “Subsidiary Guarantors”) and related deliveries required as a condition to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party Funding Date pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested5.1 hereto.

Additional Subsidiary Guarantors. The In the event that at any time after the Closing Date, the Borrower acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will takepromptly, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and but in any event within 45 no later than the date that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary is acquired or created (or such longer period reasonably acceptable to which the Administrative Agent may agree in its sole discretion), cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) after a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such formation Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or acquisition, will provide the Collateral Agent with notice equivalent governing body of such formation Domestic Subsidiary, certified by the Secretary or acquisition setting forth in reasonable detail a description of all of the assets an Assistant Secretary of such new Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and will cause such new Subsidiary an opinion of counsel (other than Unrestricted Subsidiaries which may be provided by in-house counsel) as the Administrative Agent shall reasonably request, in each case, in form and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) after such formation or acquisition, execute an Accession Agreement pursuant to which such new a Domestic Subsidiary shall agree not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Guarantor” under Non-Guarantor Subsidiaries”), (1) the GuarantyBorrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, an “Obligor” under taken together in the Security Agreement aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and an “Obligor” under its other Subsidiaries’ proportionate share of the Pledge Agreement and/or an obligor under total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Borrower’s and its other Collateral Documents as may be applicable Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such new Subsidiaryincome of the Borrower and its Subsidiaries consolidated for the most recently completed fiscal year; and and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent any special purpose entity created or acquired in connection with those delivered by each Loan Party pursuant any Permitted Securitization Transaction shall not be required to Section 4.01 on become a party to the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedSubsidiary Guaranty.

Additional Subsidiary Guarantors. The (a) If at any time any Wholly-Owned Domestic Subsidiary of the Borrower is created, established or acquired and such Wholly Owned Domestic Subsidiary is (or would have been if at such time it had been a Wholly Owned Domestic Subsidiary of the Borrower), on the last day of the most recently ended Test Period for which financial statements have been or are required to have been delivered pursuant to Section 7.1(a) or (b), as applicable, a Material Subsidiary (with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, establishment or acquisition), the Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will takeas promptly as practicable, and in any event within sixty days, cause such Wholly-Owned Domestic Subsidiary to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Subsidiary Guaranty Agreement in accordance with the terms of the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the Borrower determines in good faith, (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(a)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(a) as if the respective transferee were a newly created, established or acquired Wholly-Owned Domestic Subsidiary. Without limiting the foregoing, the Borrower shall at all times cause each of its Subsidiaries Subsidiary which is then a “Subsidiary Guarantor” (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to as defined in the extent provided in subsection (d) belowRevolving Credit Agreement) to takebe a Subsidiary Guarantor hereunder. (b) If, on the date of delivery by the Borrower of each of the financial statements required to be delivered pursuant to Sections 7.1(a) or (b), as applicable, any of the Wholly-Owned Domestic Subsidiaries of the Borrower that is not a Subsidiary Guarantor at such actions from time would, as of the last day of the fiscal quarter or fiscal year for which such financial statements are required to time be delivered, qualify as shall be necessary to ensure that all Subsidiaries a Material Subsidiary, then the Borrower will, within 10 Business Days notify the Administrative Agent thereof and, as promptly as practicable, and in any event within sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, cause each Wholly Owned Domestic Subsidiary of the Borrower (other than Unrestricted such Wholly-Owned Domestic Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded as will not constitute Material Subsidiaries that are Foreign Subsidiaries or FSHCOs, to after the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality taking of the foregoing, if any Group Company shall form or acquire any new actions required by this Section 7.12(b)) to take all actions required for such Wholly-Owned Domestic Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under party to the Guaranty, an “Obligor” under Subsidiary Guaranty Agreement in accordance with the Security terms of the Subsidiary Guaranty Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents take all action in connection therewith as may would otherwise have been required to be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party taken pursuant to Section 4.01 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date Date; provided that if the Borrower determines in good faith (before the respective Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(b)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly-Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the Collateral Agent provisions of this Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall have reasonably requesteddetermine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(b) as if the respective transferee were a Material Subsidiary on the last day of the respective fiscal quarter or fiscal year for which financial statements are acquired to be delivered pursuant to Section 7.1(a) or (b), as applicable.

Additional Subsidiary Guarantors. The Borrower will takeCompany shall take all such action, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesto take all such action, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Company (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSpecial Purpose Entities) are Subsidiary GuarantorsGuarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if if, subject to SECTION 8.5, the Company or any Group Company of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect or any Subsidiary ceases to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowbe a Special Purpose Entity), the Borrower, as soon as practicable and in any event within 45 days (Company or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries a) to execute and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, deliver a joinder agreement to the extent provided Subsidiary Guaranty, in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable form and substance satisfactory to the Administrative Agent) after such formation or acquisitionPurchaser, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to would become a “Subsidiary Guarantor” , (b) to execute and deliver such collateral security agreements, instrument and other documents, including security agreements, stock pledge and control agreements and intellectual property security agreements, in form and substance satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary under the Subsidiary Guaranty; (c) if such Subsidiary has any Subsidiaries, an “Obligor” under to execute and deliver pledge agreements, together with (i) certificates representing all of the Security Agreement Capital Stock of any Person owned by such Subsidiary and an “Obligor” under the Pledge Agreement and/or an obligor under (ii) undated stock powers executed in blank, (d) to execute and deliver such other Collateral Documents agreements, instruments, approvals or other documents as may be applicable requested by the Purchaser in order to create, perfect, establish, and maintain the first priority of any Lien in favor of the Purchaser or to effect the intent that such new Subsidiary; and Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Guarantors are parties, and (iie) to deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents to the Company or such Subsidiary as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or such matters as the Administrative Agent or Purchaser may request. In addition, the Collateral Agent Company shall have reasonably requestedgrant to the Purchaser a valid first priority perfected security interest in the Capital Stock of any Subsidiary to secure the Obligations to Purchaser, subject to SECTION 7.17.

Additional Subsidiary Guarantors. (a) The Borrower will take, and Company will cause each of its Subsidiaries any Person (other than Unrestricted (1) YRRFC or any other Receivables Entity, and (2) Subsidiaries formed for the purpose of providing insurance only to the Company and Excluded its Subsidiaries, except, with respect to Excluded provided that such Subsidiaries carry on no other business other than providing such insurance and performing activities related thereto) that are Foreign Subsidiaries or FSHCOs, to becomes a Material Domestic Subsidiary after the extent provided in subsection date hereof (d) belowi) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries execute and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable deliver to the Administrative Agent, within ten Business Days after the Company’s delivery, pursuant to Section 5.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which such Person first becomes a Material Domestic Subsidiary, or, if such Person first becomes a Material Domestic Subsidiary as a result of a Significant Acquisition, within twenty Business Days after such formation or acquisition, will provide the Collateral Agent with notice consummation of such formation or acquisition setting forth Significant Acquisition, a supplement to the Subsidiary Guarantee Agreement, in reasonable detail a description of all the form prescribed therein, guaranteeing the obligations of the assets Borrowers hereunder and (ii) concurrently with the delivery of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOssupplement, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable deliver to the Administrative AgentAgent (x) after evidence of action of such formation Person’s board of directors or acquisitionother governing body authorizing the execution, execute an Accession Agreement pursuant delivery and performance thereof and (y) a favorable written opinion of counsel for such Person, in form and substance reasonably satisfactory to which the Administrative Agent and covering such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable matters relating to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel Person and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or Subsidiary Guarantee Agreement as the Administrative Agent may reasonably request. (b) If (i) after the effective time of the USF Merger, (A) the assets of any Initial Subsidiary Guarantor or other Subsidiary Guarantor comprise less than 5% of the Collateral consolidated total assets of the Company and its Subsidiaries as of such date of determination, (B) the Administrative Agent receives a certificate of an officer of the Company to that effect and (C) such Subsidiary Guarantor shall have reasonably requestednot then Guarantee any other Indebtedness of the Company or any of its Subsidiaries, (ii) a Subsidiary is no longer a Material Domestic Subsidiary and the Administrative Agent receives a certificate of an officer of the Company to that effect and such Subsidiary Guarantor shall not then Guarantee any other Indebtedness of the Company or any of its Subsidiaries, or (iii) the Company or any Subsidiary sells or otherwise transfers all of the Equity Interests of any Subsidiary Guarantor to any Person which is not the Company or a Subsidiary or liquidates or dissolves any Subsidiary Guarantor in a transaction which, in any case described in this clause (b), is not otherwise prohibited by the terms of this Agreement, the Administrative Agent will, on behalf of the Lenders, execute and deliver to the Company a release of such Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement.

Additional Subsidiary Guarantors. The Borrower will take, and will cause Cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries acquired or FSHCOs, to formed after the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree date hereof to become a “"Subsidiary Guarantor” " under the GuarantyMulticare Guaranty and thereby an "Obligor" hereunder pursuant to an Assumption Agreement, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) shall deliver such proof of organizational authoritycorporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party the Obligors pursuant to Section 4.01 on Article 5 hereof upon the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested; provided that (a) each of Berkeley Haven Limited Partnership, Canterbury of Shepherdstown Limited Partnership, Care Haven Associates Limited Partnership, Glenmark Properties I, Limited Partnership and Marlinton Associates Limited Partnership (collectively, the "Glenmark Partnerships") shall not be required to become a "Subsidiary Guarantor" hereunder until such time as such Glenmark Partnership shall become a wholly-owned Subsidiary of any Obligor and (b) any Subsidiary acquired or formed after the date hereof shall not be required to become a "Subsidiary Guarantor" under the Multicare Guaranty and an "Obligor" hereunder if such Subsidiary shall be liable with respect to Permitted Acquisition Debt provided that (i) the original principal amount of such Permitted Acquisition Debt shall not be less than 66 2/3% of the value of all Property held by such Subsidiary (such value to be reasonably determined by the Administrative Agent and, unless such valuation shall be unreasonable, such value shall be deemed to be the acquisition price), (ii) the aggregate value of all Property held by such Subsidiary and all other Consolidated Entities who are liable for Permitted Acquisition Debt (such value to be reasonably determined by the Administrative Agent and, unless such valuation shall be unreasonable, such value shall be deemed to be the respective acquisition prices) shall not exceed the result of (A) $30,000,000 minus (B) the product of (x) 1.50 times (y) the value of all Property subject to any conditional sale or other title retention agreement or a Capital Lease entered into after the Initial Closing Date (such value to be reasonably determined by the Administrative Agent and, unless such valuation shall be unreasonable, such valuation shall be deemed to be the acquisition price), (iii) no Default or Event of Default exists or would exist after giving effect to such Acquisition and (iv) if such Subsidiary shall cease to be liable for such Permitted Acquisition Debt, it shall then become a "Subsidiary Guarantor" and an "Obligor" hereunder.

Additional Subsidiary Guarantors. The In the event that at any time after the Closing Date, the Borrower acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will takepromptly, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and but in any event within 45 no later than the date that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary is acquired or createdWithin fifty-five (55) days (or such longer period reasonably acceptable to which the Administrative Agent may agree in its sole discretion), after any Subsidiary of the Borrower that is not already a party to the Subsidiary Guaranty qualifies as a Domestic Subsidiary (but excluding any Excluded Subsidiary), the Borrower will cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) after a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such formation Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or acquisition, will provide the Collateral Agent with notice equivalent governing body of such formation Domestic Subsidiary, certified by the Secretary or acquisition setting forth in reasonable detail a description of all of the assets an Assistant Secretary of such new Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and will cause such new Subsidiary an opinion of counsel (other than Unrestricted Subsidiaries which may be provided by in-house counsel) as the Administrative Agent shall reasonably request, in each case, in form and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) after such formation or acquisition, execute an Accession Agreement pursuant to which such new a Domestic Subsidiary shall agree not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Non-Guarantor Subsidiaries”), (1) the Borrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, taken together in the aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such income of the Borrower and its Subsidiaries consolidated for the most recently completed fiscal year; and (ii) any special purpose entity created or acquired in connection with any Permitted Securitization Transaction shall not be required to become a party to the Subsidiary Guaranty.. Notwithstanding anything to the contrary in any Loan Document, no Excluded Subsidiary will be required to be a Subsidiary Guarantor, but the Borrower may, in its sole and absolute discretion, cause any Excluded Subsidiary to become a “Subsidiary Guarantor” under and a “Loan Party” by causing such Excluded Subsidiary to comply with the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents requirements set forth in this Section 5.09 as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedif it were subject thereto.

Additional Subsidiary Guarantors. The Borrower Each Loan Party will take, and will cause each of its Wholly Owned Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be reasonably necessary to ensure that all Wholly Owned Subsidiaries of the Borrower Holdings (other than Unrestricted Excluded Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowBorrower) are Subsidiary Guarantors. Without limiting the generality of the foregoingforegoing and subject to Section 4.02(j) and Section 6.12(c), (x) if any Group Company Loan Party shall form or acquire after the Effective Date any new Wholly Owned Subsidiary (other than including, without limitation, upon the formation of any Subsidiary that is a Divided Delaware LLC and is not otherwise an Excluded Subsidiary) which is not designated in writing by the Borrower as an Immaterial Subsidiary or an Unrestricted Subsidiaries Subsidiary in accordance with the definition of “Immaterial Subsidiary” or “Unrestricted Subsidiary”, as applicable, and (y) upon the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, which is a Wholly Owned Subsidiary and not otherwise an Excluded SubsidiariesSubsidiary, exceptthen, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)each case, the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) 30 Business Days after such formation formation, acquisition or acquisitiondesignation, will provide the Collateral Agent with written notice of such formation formation, acquisition or acquisition designation setting forth in reasonable detail a description of all of the assets of such new Wholly Owned Subsidiary and will cause such new Wholly Owned Subsidiary (other than Unrestricted Subsidiaries and an Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSubsidiary) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) 30 Business Days after such formation formation, acquisition or acquisitiondesignation, execute an Accession Agreement pursuant to which such new Wholly Owned Subsidiary shall agree to become a “Guarantor” under the Guaranty, Guaranty and an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Wholly Owned Subsidiary to the extent permissible under applicable Law; (ii) no later than 10 Business Days prior to the date such Wholly Owned Subsidiary becomes a Loan Party, deliver all information and documentation with respect to such Wholly Owned Subsidiary contemplated by Section 5.23 to the extent requested by a Lender no later than 20 Business Days prior to the date such Wholly Owned Subsidiary becomes a Loan Party; (iii) within 45 days after such formation, acquisition or designation, to the extent permissible under applicable Law, cause such Wholly Owned Subsidiary and each direct and indirect parent of such Wholly Owned Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent, security agreements and other instruments, as specified by and in form and substance reasonably satisfactory to the Administrative Agent in and of such Wholly Owned Subsidiary, securing payment of all the Finance Obligations of such Wholly Owned Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all its assets and properties that are of a type constituting or intended to constitute Collateral; (iv) within 45 days after such formation, acquisition or designation, cause such Wholly Owned Subsidiary and each direct and indirect parent of such Wholly Owned Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, and the giving of notices and the endorsement of notices on title documents) may be reasonably necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Collateral Documents and any other security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms; (v) within 45 days after such formation, acquisition or designation, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties in the jurisdiction where such Person is organized as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request; and (iivi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Effective Date or Section 4.02 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Collateral Agent Required Lenders shall have reasonably requested. Notwithstanding anything herein to the contrary, any Domestic Subsidiary that guarantees the ABL Facility shall be required to become a Guarantor hereunder.

Additional Subsidiary Guarantors. (a) The Borrower will take, and Company will cause (i) each Material Subsidiary and (ii) any other Subsidiary which is required by the terms of its Subsidiaries the Bank Credit Agreement to become a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement (other than, in each case of clauses (i) and (ii), any Excluded Subsidiary; provided, that no Subsidiary (other than Unrestricted those Subsidiaries described in clauses (a), (b) or (c) of the definition of “Excluded Subsidiary”) shall issue, Guarantee or incur any debt under the Bank Credit Agreement or any SIT Acquisition Debt unless such Subsidiary is also a Subsidiary Guarantor), to enter into the Subsidiary Guaranty and Excluded Subsidiariesdeliver to each of the holders of the Notes the following items (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement): (1) a joinder agreement in respect of the Subsidiary Guaranty; (2) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, except5.6 and 5.7, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to such Subsidiary and the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the BorrowerGuaranty, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiaryapplicable; and (ii3) deliver such proof of organizational authority, incumbency of officers, opinions an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and other delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) If at any time a Subsidiary Guarantor is or becomes an Excluded Subsidiary, the holders of the Notes agree to discharge and release such Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided, that at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists or will exist upon such release and discharge, and the release shall be effective automatically and each holder of Notes shall promptly execute and deliver, at the sole cost and expense of the Company, such documents as is consistent with those delivered by each Loan Party pursuant the Company may reasonably request to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.evidence such release. Stericycle, Inc. Note Purchase Agreement

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (da) below) to take, such actions from If at any time to time as shall be necessary to ensure that all Subsidiaries any Wholly-Owned Domestic Subsidiary of the U.S. Borrower is created, established or acquired and such Wholly-Owned Domestic Subsidiary is (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are would have been if at such time it had been a Wholly-Owned Domestic Subsidiary Guarantors. Without limiting the generality of the foregoingU.S. Borrower), if any Group Company shall form on the last day of the most recently ended Test Period for which financial statements have been or acquire any new are required to have been delivered pursuant to Section 8.01(a) or (b), as applicable, a Material Subsidiary (other than Unrestricted Subsidiaries and Excluded with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries establishment or FSHCOs, to the extent provided in subsection (d) belowacquisition), the BorrowerU.S. Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will as soon promptly as practicable practicable, and in any event within 45 sixty days, cause such Wholly-Owned Domestic Subsidiary to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Subsidiaries Guaranty in accordance with the terms of the Subsidiaries Guaranty and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Initial Borrowing Date; provided that if the U.S. Borrower determines in good faith, (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 8.12(a)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 9.02 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the U.S. Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly-Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of Section 8.12(c)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the U.S. Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the U.S. Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the U.S. Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 8.12(a) as if the respective transferee were a newly created, established or acquired Wholly-Owned Domestic Subsidiary. (b) If at any time any Subsidiary of the U.S. Borrower becomes a Pledged Subsidiary, the U.S. Borrower will, concurrently with the granting of any Lien over any Equity Interests of such Subsidiary to support the obligations of the U.S. Borrower under the Contingent Note, cause such Subsidiary to take all actions required for such Subsidiary to become a party to the Subsidiaries Guaranty in accordance with the terms of the Subsidiaries Guaranty and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5 if such Subsidiary had been a Subsidiary Guarantor on the Initial Borrowing Date. (c) If, on the date of delivery by the U.S. Borrower of each of the financial statements required to be delivered pursuant to Sections 8.01(a) or (b), as applicable, any of the Wholly-Owned Domestic Subsidiaries of the U.S. Borrower that is not a Subsidiary Guarantor at such time would, as of the last day of the fiscal quarter or fiscal year for which such financial statements are required to be delivered, qualify as a Material Subsidiary, then the U.S. Borrower will, within 10 Business Days notify the Administrative Agent thereof and, as promptly as practicable, and in any event within sixty days after the date of delivery (or such longer period reasonably acceptable to the Administrative Agentrequired date of delivery, if earlier) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets respective financial statements, cause each Wholly-Owned Domestic Subsidiary of such new Subsidiary and will cause such new Subsidiary the U.S. Borrower (other than Unrestricted such Wholly-Owned Domestic Subsidiaries and Excluded Subsidiaries, except, with respect as will not constitute Material Subsidiaries after the taking of the actions required by this Section 8.12(c)) to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or take all actions required for such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Wholly-Owned Domestic Subsidiary shall agree to become a “Guarantor” under party to the Guaranty, an “Obligor” under Subsidiaries Guaranty in accordance with the Security Agreement terms of the Subsidiaries Guaranty and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents take all action in connection therewith as may would otherwise have been required to be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party taken pursuant to Section 4.01 5 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date Initial Borrowing Date; provided that if the U.S. Borrower determines in good faith (before the respective Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 8.12(c)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, because of contemplated transfers of assets permitted under Section 9.02 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the U.S. Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly-Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the Collateral Agent provisions of this Section 8.12(c)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall have reasonably requesteddetermine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the U.S. Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the U.S. Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the U.S. Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 8.12(c) as if the respective transferee were a Material Subsidiary on the last day of the respective fiscal quarter or fiscal year for which financial statements are acquired to be delivered pursuant to Section 8.01(a) or (b), as applicable.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, Subject to the extent provided last sentence of this Section 2.22, within forty-five (45) days after a Subsidiary which does not own any Real Property acquires a direct or indirect ownership interest in subsection a Real Property and within forty-five (d45) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of days after acquisition by the Borrower of a new Subsidiary which directly or indirectly owns a Real Property (other than Unrestricted Subsidiaries and Excluded Subsidiariesin either case, except, with respect without limiting the requirements of Section 2.05(c) in the event the Borrower desires to Excluded Subsidiaries that are Foreign Subsidiaries add a Real Property directly or FSHCOs, indirectly owned by such Subsidiary as a Borrowing Base Property): (a) unless the Borrower shall have delivered evidence to the extent provided in subsection (d) below) are Administrative Agent that such Subsidiary Guarantors. Without limiting the generality of the foregoing, if either no longer directly or indirectly owns any Group Company shall form Real Property or acquire any new all Real Property directly or indirectly owned by such Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)is encumbered by Indebtedness, the BorrowerBorrower shall deliver, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable cause to be delivered, to the Administrative Agent) after such formation or acquisition, will provide at the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) toBorrower’s sole expense: (i) within 45 days (A) a Joinder Agreement duly executed by the Subsidiary, whereby such Subsidiary becomes a Subsidiary Guarantor; (B) the items that would have been delivered under Section 4.01(c) if such Subsidiary had been a Subsidiary Guarantor on the Effective Date; and (C) all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations;. (ii) one or more legal opinions of counsel as to such longer period reasonably acceptable Subsidiary, such opinion(s) of counsel to be consistent with the type and form of legal opinion(s) delivered on the Effective Date with respect to the Subsidiary Guarantors as of the Effective Date; and (iii) (A) a supplement to the Pledge Agreement (in accordance with Section 5.1 of the Pledge Agreement), duly executed by the Borrower or the applicable Subsidiary, pursuant to which it shall pledge to the Administrative Agent, for the ratable benefit of the Lenders, all of its Equity Interests in the Subsidiary that directly owns such Real Property, (B) after a Pledge Joinder, duly executed by such formation or acquisitionSubsidiary if it indirectly owns Real Property, execute an Accession Agreement pursuant to which such new Subsidiary shall agree pledge to become a “Guarantor” under the GuarantyAdministrative Agent, for the ratable benefit of the Lenders, all of its Equity Interests (whether direct or indirect) in the Subsidiary that directly owns such Real Property and (C) an “Obligor” under the Security Agreement and an “Obligor” under issuer’s acknowledgment to the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable in the form of Exhibit 1 to such new Subsidiarythe Pledge Agreement, duly executed by each Subsidiary in which Equity Interests are pledged pursuant to the immediately preceding clauses (A) and (B); and (iib) deliver such proof of organizational authority, incumbency of officers, opinions of counsel the Borrower shall have paid all reasonable and other documents as is consistent with those delivered documented out-of-pocket costs and expenses incurred and invoiced by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or in reviewing the Collateral materials described above. Notwithstanding the foregoing, if the Borrower delivers evidence to the Administrative Agent within the forty-five (45) day time period specified above that it has obtained a binding commitment from a third party lender to provide mortgage financing for such Real Property, then the Borrower shall have reasonably requestedbe given an additional forty-five (45) days to comply with the requirements of this Section 2.22 with respect to the Subsidiary that owns such Real Property.

Additional Subsidiary Guarantors. The (i) If at any time a member of the Senior Management Team of the Borrower will take, and will cause each has actual knowledge that the aggregate assets of its all of the Borrower’s domestic consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that SPVs) which are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection not Subsidiary Guarantors exceed ten percent (d10%) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSPVs), as calculated by the Borrower, the Borrower shall cause such domestic consolidated Subsidiaries as soon are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as practicable and promptly as possible but in any event within 45 thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (or such longer period reasonably acceptable to the Administrative Agent10%) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; andConsolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, the Borrower shall cause such Subsidiary to deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness. For the avoidance of doubt, and without limiting any other provision of this Section 7.2(K), the Borrower shall cause Supplements to the Subsidiary Guaranty, and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, to be delivered by (x) each “Subsidiary Guarantor” described in clause (i) of the definition of “Subsidiary Guarantors” in the Term Loan Credit Agreement, and (y) each domestic Subsidiary (if any) that is a subsidiary guarantor under the Dutch Credit Agreement, in each case that is not already a Subsidiary Guarantor as and when such guarantees and related deliveries are delivered under the Term Loan Credit Agreement or the Collateral Agent shall have reasonably requestedDutch Credit Agreement, as applicable.

Additional Subsidiary Guarantors. The Each of the Parent and the -------------------------------- Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (d) below, -------------- non-Wholly-Owned Subsidiaries and Joint Venture Entities) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (d) below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) -------------- are Subsidiary Guarantors. Without limiting the generality of the foregoing, if in the event that any Group Company Consolidated Party shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)Subsidiary, the Borrower, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesa Foreign Subsidiary, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (d) -------------- below, non-Wholly-Owned Subsidiaries and Joint Venture Entities) to: (i) within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession a Joinder Agreement pursuant to which such new Subsidiary shall agree to become a “"Guarantor” " under the GuarantySubsidiary Guaranty Agreement, an “"Obligor” " under the Security Agreement and an “Obligor” a "Pledgor" under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.Agreement;

Additional Subsidiary Guarantors. The Each of Holdings and the Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (d) below, and other than non-Wholly-Owned Liquor License Subsidiaries) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Holdings (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (d) below, and other than non-Wholly-Owned Liquor License Subsidiaries) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)Subsidiary, the Borrower, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesa Foreign Subsidiary, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (d) below, and other than non-Wholly-Owned Liquor License Subsidiaries) to: (i) within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and Agreement, an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Credit Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Collateral Agent Required Lenders reasonably shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire not permit any new Restricted Subsidiary (other than Unrestricted Subsidiaries a Foreign Subsidiary) to guarantee the payment of any Indebtedness of the Company or any 58 60 Indebtedness of any other Restricted Subsidiary (in each case, the "Guaranteed Debt"), unless (i) if such Restricted Subsidiary is not a Subsidiary Guarantor, such Restricted Subsidiary simultaneously executes and Excluded Subsidiariesdelivers a supplemental indenture to the Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary, except(ii) if the Notes or the Subsidiary Guarantee (if any) of such Restricted Subsidiary are subordinated in right of payment to the Guaranteed Debt, the Subsidiary Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, the Guaranteed Debt substantially to the same extent provided in subsection (d) below), as the Borrower, as soon as practicable and in any event within 45 days (Notes or such longer period reasonably acceptable the Subsidiary Guarantee are subordinated to the Administrative AgentGuaranteed Debt under the Indenture, (iii) after such formation if the Guaranteed Debt is by its express terms subordinated in right of payment to the Notes or acquisition, will provide the Collateral Agent with notice Subsidiary Guarantee (if any) of such formation or acquisition setting forth in reasonable detail a description of all of the assets Restricted Subsidiary, any such guarantee of such new Restricted Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, the Guaranteed Debt shall be subordinated in right of payment to such Restricted Subsidiary's Subsidiary Guarantee with respect to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable Notes substantially to the Administrative Agentsame extent as the Guaranteed Debt is subordinated to the Notes or the Subsidiary Guarantee (if any) after of such formation Restricted Subsidiary, (iv) such Restricted Subsidiary subordinates rights of reimbursement, indemnity or acquisitionsubrogation or any other rights against the Company or any other Restricted Subsidiary to its obligation under its Subsidiary Guarantee, execute an Accession Agreement pursuant to which and (v) such new Restricted Subsidiary shall agree deliver to become the Trustee an opinion of counsel substantially to the effect that (A) such Subsidiary Guarantee of the Notes has been duly authorized, executed and delivered, and (B) such Subsidiary Guarantee of the Notes constitutes a “Guarantor” under the Guarantyvalid, an “Obligor” under the Security Agreement binding and an “Obligor” under the Pledge Agreement and/or an obligor under enforceable obligation of such other Collateral Documents Restricted Subsidiary, except insofar as enforcement thereof may be applicable limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to such new Subsidiary; and (iifraudulent transfers) deliver such proof and except insofar as enforcement thereof is subject to general principles of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedequity.

Additional Subsidiary Guarantors. The (i) If at any time a member of the Senior Management Team of the Borrower will take, and will cause each has actual knowledge that the aggregate assets of its all of the Borrower’s domestic consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that SPVs) which are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection not Subsidiary Guarantors exceed ten percent (d10%) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSPVs), as calculated by the Borrower, the Borrower shall cause such domestic consolidated Subsidiaries as soon are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as practicable and promptly as possible but in any event within 45 thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (or such longer period reasonably acceptable to the Administrative Agent10%) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; andConsolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, the Borrower shall cause such Subsidiary to deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Collateral Administrative Agent shall have reasonably requestedin connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the delivery of the guaranty of such other Indebtedness.

Additional Subsidiary Guarantors. The Borrower will takeCompany shall take all such action, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesto take all such action, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Company (other than Unrestricted Subsidiaries and Excluded "bankruptcy remote special purpose" Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary GuarantorsGuarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if if, subject to Section 8.5, the Company or any Group Company of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect or any "bankruptcy remote special purpose" Subsidiary ceases to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowsuch a Subsidiary), the Borrower, as soon as practicable and in any event within 45 days (Company or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries a) to execute and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, deliver a joinder to the extent provided Subsidiary Guaranty, in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable form and substance satisfactory to the Administrative Agent) after such formation or acquisitionPurchaser, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to would become a “Subsidiary Guarantor” under , (b) if such Subsidiary has any Subsidiaries, pledge agreements, together with (i) certificates representing all of the GuarantyCapital Stock of any Person owned by such Subsidiary, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver undated stock powers executed in blank and (iii) such proof of organizational authority, incumbency of officers, opinions of counsel and such approving certificates of such Subsidiary as the Purchaser may request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (c) such other agreements, instruments, approvals or other documents as is consistent with those delivered may be requested by each Loan Party pursuant the Purchaser in order to Section 4.01 on create, perfect, establish, and maintain the Closing Date first priority of any Lien in favor of the Purchaser to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Guarantors are parties and that all property and assets of such Subsidiary shall become Collateral for the Obligations to Purchaser, and (d) opinions of counsel to the Company or such Subsidiary as to such matters as the Administrative Agent or Purchaser may request. In addition, the Collateral Agent Company shall have reasonably requestedgrant to the Purchaser a valid first priority perfected security interest in the Capital Stock of such Subsidiary to secure the Obligations to Purchaser.

Additional Subsidiary Guarantors. The (a) If any Domestic Subsidiary shall guarantee any Material Indebtedness of the Borrower, the Borrower will takecause, concurrently with the execution of any such guarantee of Material Indebtedness, such Subsidiary and will only such Subsidiary to become a Subsidiary Guarantor and cause each of its Subsidiaries (such Subsidiary to execute and deliver a counterpart to the Subsidiary Guaranty Agreement together with such certificates, opinions and other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, documents with respect to Excluded Subsidiaries such Subsidiary of the type that are Foreign Subsidiaries or FSHCOs, were delivered pursuant to Section 5.1(b) on the Closing Date with respect to the extent provided Borrower as reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. (b) Upon the occurrence of a Guarantor Release Event, a Subsidiary Guarantor shall be automatically released from the Subsidiary Guaranty Agreement so long as such Guarantor is not (or simultaneously upon its release will not be) otherwise required to be a party to the Subsidiary Guaranty Agreement under the immediately preceding subsection (da). The Borrower shall deliver notice of such Guarantor Release Event to the Administrative Agent which notice shall be deemed to constitute a certification that a Guarantor Release Event has occurred and the Administrative Agent shall execute such documentation as may be reasonably requested by the Borrower and such Subsidiary to evidence such release. (a) belowIf at any time any Wholly-Owned Domestic Subsidiary of the Borrower is created, established or acquired and such Wholly Owned Domestic Subsidiary is (or would have been if at such time it had been a Wholly Owned Domestic Subsidiary of the Borrower), on the last day of the most recently ended Test Period for which financial statements have been or are required to have been delivered pursuant to Section 7.1(a) or (b), as applicable, a Material Subsidiary (with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, establishment or acquisition), the Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will as promptly as practicable, and in any event within sixty days, cause such Wholly-Owned Domestic Subsidiary to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Subsidiary Guaranty Agreement in accordance with the terms of the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the Borrower determines in good faith, (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(a)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to takebecome Subsidiary Guarantors and to comply with the provisions of this Section 7.12(a) as if the respective transferee were a newly created, established or acquired Wholly-Owned Domestic Subsidiary. It is hereby understood and agreed that upon any Subsidiary being released as a “Subsidiary Guarantor” and being released from its obligations under the “Subsidiary Guaranty” in each case under (and as defined in) the Revolving Credit Agreement, such actions from time to time as Subsidiary shall be necessary concurrently and automatically be released as a Subsidiary Guarantor hereunder and be released from its obligations under the Subsidiary Guaranty. Without limiting the foregoing and notwithstanding the foregoing, the Borrower shall at all times cause each Subsidiary which is then a “Subsidiary Guarantor” (as defined in either of the Revolving Credit Agreement or the 364-Day Term Loan Agreement) to ensure be a Subsidiary Guarantor hereunder. (b) If, on the date of delivery by the Borrower of each of the financial statements required to be delivered pursuant to Sections 7.1(a) or (b), as applicable, any of the Wholly-Owned Domestic Subsidiaries of the Borrower that all Subsidiaries is not a Subsidiary Guarantor at such time would, as of the last day of the fiscal quarter or fiscal year for which such financial statements are required to be delivered, qualify as a Material Subsidiary, then the Borrower will, within 10 Business Days notify the Administrative Agent thereof and, as promptly as practicable, and in any event within sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, cause each Wholly Owned Domestic Subsidiary of the Borrower (other than Unrestricted such Wholly-Owned Domestic Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded as will not constitute Material Subsidiaries that are Foreign Subsidiaries or FSHCOs, to after the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality taking of the foregoing, if any Group Company shall form or acquire any new actions required by this Section 7.12(b)) to take all actions required for such Wholly-Owned Domestic Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under party to the Guaranty, an “Obligor” under Subsidiary Guaranty Agreement in accordance with the Security terms of the Subsidiary Guaranty Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents take all action in connection therewith as may would otherwise have been required to be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party taken pursuant to Section 4.01 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date Date; provided that if the Borrower determines in good faith (before the respective Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(b)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly-Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the Collateral Agent provisions of this Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall have reasonably requesteddetermine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(b) as if the respective transferee were a Material Subsidiary on the last day of the respective fiscal quarter or fiscal year for which financial statements are acquired to be delivered pursuant to Section 7.1(a) or (b), as applicable.

Additional Subsidiary Guarantors. The Borrower will take, and Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement to become, or otherwise becomes, a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement or which becomes a party to, or otherwise guaranties, any other Debt of the Company, to enter into the Subsidiary Guaranty and deliver to Prudential and each of its Subsidiaries the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement or with respect to such other than Unrestricted Subsidiaries Debt) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by the President, a Vice President or another authorized Responsible Officer of the Company making representations and Excluded Subsidiarieswarranties to the effect of those contained in Sections 5.4, except5.6 and 5.7, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to such Subsidiary and the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the BorrowerGuaranty, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiaryapplicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Notwithstanding the foregoing, any Foreign Incorporated Subsidiary that becomes a party to the Bank Credit Agreement shall not be required to enter into the Subsidiary Guaranty and make the foregoing deliveries so long as (i) such Foreign Incorporated Subsidiary is an Affected Foreign Subsidiary, (ii) deliver such proof Foreign Incorporated Subsidiary is not a guarantor of organizational authorityany Debt under the Bank Credit Agreement (other than solely as a guarantor of loans owing by one or more other Foreign Incorporated Subsidiaries under the Bank Credit Agreement), incumbency and (iii) the outstanding United States Dollar equivalent amount of officersall Debt of such Foreign Incorporated Subsidiary, opinions and any other Foreign Incorporated Subsidiary which is a party to the Bank Credit Agreement that is not a party to the Subsidiary Guaranty, does not exceed $50,000,000. If at any time there are Foreign Incorporated Subsidiaries that are not Subsidiary Guarantors and are not excepted under the preceding sentence, an Event of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent Default shall exist without any notice or the Collateral Agent shall have reasonably requestedexpiration of the fifteen (15) Business Days period provided for in Section 11(c)(i)(y).

Additional Subsidiary Guarantors. The (i) If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower will takedoes not designate such Subsidiary as a Retail Store Subsidiary as permitted hereunder, then promptly (and, in any event, within thirty (30) days) after the date such Subsidiary ceases to be an Immaterial Subsidiary or such creation or acquisition the Borrower shall cause such Person to (1) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Second Lien Guaranty and will cause Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) grant a security interest in all Collateral (subject to the exceptions specified in the Second Lien Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Collateral Document, (3) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 3 as may be reasonably requested by the Administrative Agent, (4) deliver to the Administrative Agent (or its Subsidiaries bailee or agent pursuant to the Intercreditor Agreement) such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, 5) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, such Person and (6) deliver to the extent Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in subsection its sole discretion and (dy) belowan additional number of days thereafter as consented to by the Required Lenders. (ii) If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to takebe an Immaterial Subsidiary, such actions from time to time as shall be necessary to ensure or any Subsidiary that all Subsidiaries satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower designates such Subsidiary as a Retail Store Subsidiary as permitted hereunder, then promptly (other than Unrestricted Subsidiaries and Excluded Subsidiariesand, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days thirty (30) days) after the date such Subsidiary ceases to be an Immaterial Subsidiary or such longer period creation or acquisition, the Borrower shall cause such Person to (1) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the First Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably acceptable appropriate for such purpose, (2) deliver to the Administrative Agent such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (3) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (4) deliver to the Administrative Agent such other opinions, documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders. (iii) If (A) any Subsidiary designated as a Retail Store Subsidiary ceases to be a Retail Store Subsidiary and (B) the Borrower does not designate such Subsidiary as an Immaterial Subsidiary as permitted hereunder, then promptly (and, in any event within thirty (30) days) after the date such formation or acquisitionSubsidiary ceases to be a Retail Store Subsidiary, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will Borrower shall cause such new Person to (1) grant a security interest in all Collateral (subject to the exceptions specified in the First Lien Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Collateral Document, (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, 2) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, such Person and (3) deliver to the extent provided Administrative Agent such other opinions, documents and certificates as may be reasonably requested by the Administrative Agent, all in subsection (d) below) to: (i) within 45 days (or such longer period form, content and scope reasonably acceptable satisfactory to the Administrative Agent) after such formation or acquisition; provided that, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or may extend the Collateral Agent shall have reasonably requestedtime period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders.

Additional Subsidiary Guarantors. The Borrower Holdings and the Company will take, and will cause each of its their Subsidiaries (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Permitted Non-Guarantor Subsidiaries) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Holdings (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Permitted Non-Guarantor Subsidiaries) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group in the event that Holdings or the Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesprovided, except, with respect that nothing in this Section 8.12 shall imply an right by Holdings to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided acquire any Subsidiary in subsection (d) belowcontravention of Section 9.13(b)), the Borrower, it will (I) as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent Holders with notice of such formation or acquisition acquisition, setting forth in reasonable detail a description of all of the assets of such new Subsidiary Subsidiary, and will (II) cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesa Foreign Subsidiary, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Permitted Non-Guarantor Subsidiaries) toto within 60 days after such formation or acquisition: (i) within 45 days (or such longer period reasonably acceptable execute and deliver to the Administrative Agent) after such formation or acquisition, execute an Accession Collateral Agent a Joinder Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Subsidiaries Guaranty, an “Obligor” and grantor, pledgor, mortgagor or the like under the applicable Security Agreement Documents; (ii) if such Person owns any real property having fair market value greater than $1,000,000 in the aggregate for all such owned property together and an “Obligor” under located in the Pledge Agreement and/or an obligor under United States or, to the extent deemed to be material by the Required Holders in their sole discretion, located outside the United States, or leases any property located in the United States that after the acquisition would be Material Leased Property, to execute and deliver to the Collateral Agent such mortgages, deeds of trust or other Collateral Documents agreements or instruments covering such real property and fixtures as shall be necessary to create and perfect valid and enforceable Liens (subject only to Permitted Liens) on such real property and fixtures as collateral security for the Secured Obligations, together in each case with such Perfection Documents, environmental reports and landlord’s waivers as the Required Holders may reasonably request; (iii) to the extent not otherwise covered pursuant to clause (ii) above, take such actions (including delivering such securities, other investment property or instruments and executing and delivering such UCC financing statements and other Perfection Documents) as shall be applicable necessary to create and perfect valid and enforceable first priority Liens (subject only to Permitted Liens) on all or substantially all of the assets of such new SubsidiarySubsidiary as collateral security for the Secured Obligations; and (iiiv) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Credit Party (or its Managing Entity) pursuant to Section 4.01 4.03 on the Closing Funding Date or as the Administrative Collateral Agent or the Collateral Agent Required Holders shall have reasonably requested.

Additional Subsidiary Guarantors. The (i) If at any time a member of the Senior Management Team of the Borrower will take, and will cause each has actual knowledge that the aggregate assets of its all of the Borrower’s domestic consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that SPVs) which are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection not Subsidiary Guarantors exceed ten percent (d10%) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSPVs), as calculated by the Borrower, the Borrower shall cause such domestic consolidated Subsidiaries as soon are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as practicable and promptly as possible but in any event within 45 thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (or such longer period reasonably acceptable to the Administrative Agent10%) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; andConsolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, the Borrower shall cause such Subsidiary to deliver such proof of organizational authority, incumbency of officersto the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions of counsel and other documents as is consistent documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with those the delivery of the guaranty of such other Indebtedness. For the avoidance of doubt, and without limiting any other provision of this Section 7.2(K), the Borrower shall cause Supplements to the Subsidiary Guaranty, and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, to be delivered by each “Subsidiary Guarantor” described in clause (i) of the definition of “Subsidiary Guarantors” in the Term Loan Party pursuant to Section 4.01 on Credit Agreement that is not already a Subsidiary Guarantor as and when such guarantees and related deliveries are delivered under the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedTerm Loan Credit Agreement.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to Notify the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, Administrative Agent if any Group Company shall form or acquire any new Person becomes a Material Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days after such occurrence (or such longer period reasonably acceptable to as the Administrative Agent) Agent may agree), and thereafter promptly (and in any event, within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days notification (or such longer period as the Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such Person to (a) so long as such Person is not an Excluded Subsidiary or ESOL Holdco (unless, with respect to ESOL Holdco, the ESOL Disposition is not consummated on or before the ESOL Disposition Outside Date or the ESOL Disposition Agreement is terminated prior to the ESOL Disposition Outside Date), (i) provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a counterpart of or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate for such purpose and (ii) if such Person is required to become or will become a Domestic Loan Party, duly execute and deliver to the Administrative Agent joinders and supplements to the Security Documents or additional agreements granting a security interest in the Collateral of such Domestic Loan Party, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent (including delivery of all certificates representing owned Equity Interests and other instruments), and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s jurisdiction of incorporation or organization) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent) after such formation . In addition to the foregoing, the Company may from time to time cause any Subsidiary that is not a Material Subsidiary or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree a Designated Borrower to become a “Guarantor” Subsidiary Guarantor by providing the documentation required under clauses (a) and (b) of this Section 6.13. If one or more Material Subsidiaries are created in connection with, or result from the Guarantyconsummation of, an “Obligor” under Acquisition by the Security Agreement Company or any of its Subsidiaries, then, notwithstanding the notice and an “Obligor” under timing provisions set forth herein above, the Pledge Agreement and/or an obligor under Company shall cause such other Collateral Documents as may Subsidiaries to provide the guaranty contemplated by this Section and execute and deliver the related documents required by this Section concurrently with the consummation of such Acquisition. Notwithstanding anything to the contrary set forth herein, in no event shall any Excluded Subsidiary that is excluded by virtue of clauses (a), (b) or (e) of the definition thereof be applicable required to such new provide a guaranty of any Obligations of the Company or any Designated Borrower that is a Domestic Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The (i) If at any time a member of the Senior Management Team of the Borrower will take, and will cause each has actual knowledge that the aggregate assets of its all of the Borrower’s consolidated Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that SPVs) which are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection not Subsidiary Guarantors exceed ten percent (d10%) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Borrower and its consolidated Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSPVs), as calculated by the Borrower, the Borrower shall cause such consolidated Domestic Subsidiaries as soon are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as practicable and promptly as possible but in any event within 45 thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, the Borrower shall cause such longer period reasonably acceptable Subsidiary to deliver to the Administrative Agent) after Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such formation Supplement and other documentation to be delivered to the Administrative Agent prior to or acquisition, will provide concurrently with the Collateral Agent with notice delivery of the guaranty of such formation or acquisition setting forth other Indebtedness. For the avoidance of doubt, and without limiting any other provision of this Section 7.2(K), the Borrower shall cause Supplements to the Subsidiary Guaranty, and appropriate corporate resolutions, opinions and other documentation in reasonable detail a description of all of form and substance reasonably satisfactory to the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOsAdministrative Agent in connection therewith, to the extent provided be delivered by (x) each “Subsidiary Guarantor” described in subsection (d) below) to: clause (i) within 45 days of the definition of “Subsidiary Guarantors” in the Revolving Credit Agreement, and (or such longer period reasonably acceptable to the Administrative Agenty) after such formation or acquisition, execute an Accession Agreement pursuant to which such new each Domestic Subsidiary shall agree to become that is a “Subsidiary Guarantor” under the GuarantyDutch Credit Agreement, an “Obligor” in each case, that is not already a Subsidiary Guarantor, and in each case, as and when such guarantees and related deliveries are delivered under the Security Revolving Credit Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedDutch Credit Agreement, as applicable.

Additional Subsidiary Guarantors. The Borrower will take, and Company will cause any Subsidiary which becomes an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement to become a party to the Subsidiary Guaranty and deliver to each of its Subsidiaries the holders of the Notes (other than Unrestricted Subsidiaries concurrently with becoming an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement) the following items: (a) a supplement to the Subsidiary Guaranty in the form of Exhibit A to the Subsidiary Guaranty (a “Guaranty Supplement”); (b) a certificate signed by an authorized Responsible Officer of the Company making representations and Excluded Subsidiarieswarranties to the effect of those contained in Sections 5.4, except5.6 and 5.7, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to such Subsidiary and the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the BorrowerGuaranty, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiaryapplicable; and (iic) deliver such proof of organizational authority, incumbency of officers, opinions an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes which opinion shall be satisfactory to the Required Holders, to the effect that the Guaranty Supplement entered into by such Subsidiary has been duly authorized, executed and other documents delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as is consistent with those delivered an enforcement of such terms may be limited by each Loan Party pursuant bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Anything in this Section 9.8 to the contrary notwithstanding, a Foreign Subsidiary that becomes a borrower under the Bank Credit Agreement shall not be deemed to be an obligor, guarantor or co-obligor of obligations existing under the Bank Credit Agreement for purposes of this Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent 9.8 if such Subsidiary shall have reasonably requestedno obligations under the Bank Credit Agreement or any other agreement or instrument for the repayment of any Debt outstanding thereunder (whether upon default by any party to the Bank Credit Agreement or otherwise) other than (1) Debt directly borrowed by such Subsidiary or (2) Debt of any other Foreign Subsidiary which Subsidiary shall also satisfy the conditions of this sentence.

Additional Subsidiary Guarantors. The Borrower will take(A) On and after the date hereof, and the Company will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded the Company’s Subsidiaries that are Foreign Subsidiaries or FSHCOs, is not an Excluded Subsidiary to the extent provided in subsection promptly (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and but in any event within 45 forty-five (45) calendar days of (x) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or such longer period reasonably acceptable to (y) the Administrative Agent) after such acquisition or formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and which is not an Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: Subsidiary): (i) within 45 days (or such longer period reasonably acceptable execute and deliver a supplemental indenture to the Administrative Agent) after such formation or acquisitionthis Indenture, execute an Accession Agreement pursuant to which such new Subsidiary will agree to be a Subsidiary Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 12; provided that such Subsidiary Guarantor shall agree deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized by such Subsidiary Guarantor; and (B) such Guarantee and joinders to any applicable Collateral Documents pursuant to Section 3.19(B) constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other exceptions; and (ii) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Guarantee. (B) In addition, the Company shall cause each Subsidiary Guarantor to become a “Guarantor” under party to the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other applicable Collateral Documents as may be applicable and take such actions required thereby to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant grant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedAgent, for the benefit of itself, the Trustee and the Holders, a perfected security interest in any Collateral held by such Subsidiary Guarantor, subject to Permitted Liens, including, if required by the Intercreditor Agreement, executing and delivering a joinder to the Intercreditor Agreement.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries Upon delivery of the Borrower (other than Unrestricted Subsidiaries annual financial statements for the Fiscal Year ending September 30, 2014 and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality upon delivery of the foregoingannual financial statements for each subsequent Fiscal Year ending thereafter as required under Section 6.01(a), if any Group Company shall form or acquire cause any new or existing subsidiary of the Company which is a Significant Subsidiary (other than Unrestricted Subsidiaries any Foreign Holding Company) as of the end of such Fiscal Year and Excluded Subsidiaries, except, with respect which is not already a Subsidiary Guarantor to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, (a) become a Subsidiary Guarantor by executing and delivering to the extent provided Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) upon the request of the Administrative Agent, deliver to the Administrative Agent documents of the types referred to in subsection clauses (diii) belowand (iv) of Section 4.01(a) and favorable opinions of 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 clause (a)), the Borrowerall in form, as soon as practicable content and in any event within 45 days (or such longer period scope reasonably acceptable satisfactory to the Administrative Agent. Any Subsidiary Guarantor that is either (i) after such formation or acquisition, will provide no longer a Significant Subsidiary as of the Collateral Agent with notice end of such formation Fiscal Year or acquisition setting forth in reasonable detail (ii) released from its obligations as a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, guarantor with respect to Excluded Subsidiaries both the Indebtedness under the Note Purchase Agreement and the Indebtedness under the Term Credit Agreement (provided that are Foreign Subsidiaries such release does not occur as a result of a prepayment of the Indebtedness under the Note Purchase Agreement and the Indebtedness under the Term Credit Agreement, unless such prepayment occurs in connection with a refinancing, refunding, extension, renewal or FSHCOsreplacement (or successive refinancings, refundings, extensions, renewals or replacements) of the Indebtedness under the Note Purchase Agreement and the Indebtedness under the Term Credit Agreement) shall be, notwithstanding any other provision in the Subsidiary Guaranty to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable contrary, automatically released from the Subsidiary Guaranty. Upon release of any Subsidiary Guarantor pursuant to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and preceding clause (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party or pursuant to Section 4.01 on the Closing Date or as terms of the Subsidiary Guaranty, the Administrative Agent or shall execute such other documentation as is reasonably requested by the Collateral Agent shall have reasonably requestedCompany to evidence such release.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Borrower’s Restricted Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary GuarantorsGuarantors not later than the times set forth herein. Without limiting the generality of the foregoing, if any Restricted Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and an Excluded SubsidiariesSubsidiary), except, with respect or if any Excluded Subsidiary shall cease to be an Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)Subsidiary, the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to later date as may be agreed by the Administrative AgentAgent in its sole discretion) after such formation formation, acquisition or acquisitioncessation, will provide the Collateral Agent with notice of such formation formation, acquisition or acquisition setting forth in reasonable detail a description of all of cessation and the assets of such new Subsidiary and Borrower will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to later date as may be agreed by the Administrative AgentAgent in its sole discretion) after such formation formation, acquisition or acquisitioncessation, (A) execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Subsidiary Guarantor” under the Guaranty, an ; a “ObligorSubsidiary Guarantor” under the Security Agreement Agreement; and an a “ObligorSubsidiary Guarantor” under the Pledge Agreement Agreement; and/or an obligor under such other Collateral Documents as may be applicable to such new SubsidiarySubsidiary and (B) take all actions required to be taken by such Collateral Documents to perfect the Liens granted thereunder; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 of this Agreement on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedrequested in order to evidence compliance with this Section 6.12(a).

Additional Subsidiary Guarantors. The Borrower will take, and will Company shall cause each Person that becomes a Restricted Subsidiary after the date of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, this Indenture to become a Subsidiary Guarantor with respect to Excluded Subsidiaries the Indenture Obligations by executing and delivering a supplemental indenture to this Indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary and by causing such Person to execute and deliver such supplemental indenture in accordance with the terms of this Article Thirteen; provided that are Foreign Subsidiaries any such Restricted Subsidiary that is organized outside of the United States shall not be required to provide a Subsidiary Guarantee so long as such Restricted Subsidiary has not guaranteed any other Debt of the Company or FSHCOs, any other Restricted Subsidiary. The Company shall deliver to the extent provided Trustee, together with the supplemental indenture referred to above, an Opinion of Counsel that such Subsidiary Guarantee is a legal, valid, binding and enforceable obligation of such Subsidiary Guarantor, subject to customary local law exceptions and customary exceptions for bankruptcy and equitable principles. The Company hereby represents, that no Restricted Subsidiaries and no Subsidiary Guarantors are in subsection existence as of the date hereof. SECTION 1309. Releases. (da) belowConcurrently with any consolidation or merger of a Subsidiary Guarantor or any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, in each case as permitted by Section 1307, and upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel, each to the effect 103 that (i) to takesuch consolidation, such actions from time to time as merger, sale or conveyance was or shall be necessary made by a Subsidiary Guarantor in accordance with Section 1307, and (ii) all conditions precedent to ensure that all Subsidiaries such release have been satisfied, the Trustee shall promptly execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee under this Article Thirteen shall remain liable for the full amount of the Borrower Indenture Obligations under its Subsidiary Guarantee. (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, b) Concurrently with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality Legal Defeasance of the foregoing, if any Group Company shall form Notes under Section 1202 hereof or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)Covenant Defeasance of the Notes under Section 1203 hereof, the BorrowerSubsidiary Guarantors shall be released from all of their obligations under their Subsidiary Guarantees. (c) Upon (i) a sale, as soon as practicable and in any event within 45 days transfer or other disposition of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not an Affiliate of the Company, (ii) a sale, transfer or such longer period reasonably acceptable to the Administrative Agent) after such formation other disposition of all or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of substantially all of the assets of a Subsidiary Guarantor to a Person that is not an Affiliate of the Company, or (iii) the designation of such new Subsidiary Guarantor as an Unrestricted Subsidiary, in any such case in compliance with the terms of this Indenture, then such Subsidiary Guarantor shall be deemed automatically and will cause such new unconditionally released and discharged from all of its obligations under its Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 Guarantee without any further action on the Closing Date part of the Trustee or as any Holder of the Administrative Agent Notes; provided that the Net Proceeds of any such sale, transfer or the Collateral Agent shall have reasonably requested.other disposition are applied in accordance with Section 1012. 104

Additional Subsidiary Guarantors. The Borrower will takeCompany shall take all such action, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesto take all such action, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Company (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSpecial Purpose Entities) are Subsidiary GuarantorsGuarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if if, subject to Section 8.5, the Company or any Group Company of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect or any Subsidiary ceases to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowbe a Special Purpose Entity), the Borrower, as soon as practicable and in any event within 45 days (Company or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries a) to execute and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, deliver a joinder agreement to the extent provided Subsidiary Guaranty, in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable form and substance satisfactory to the Administrative Agent) after such formation or acquisitionPurchaser, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to would become a “Subsidiary Guarantor” , (b) to execute and deliver such collateral security agreements, instrument and other documents, including security agreements, stock pledge and control agreements and intellectual property security agreements, in form and substance satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary under the Subsidiary Guaranty; (c) if such Subsidiary has any Subsidiaries, an “Obligor” under to execute and deliver pledge agreements, together with (i) certificates representing all of the Security Agreement Capital Stock of any Person owned by such Subsidiary and an “Obligor” under the Pledge Agreement and/or an obligor under (ii) undated stock powers executed in blank, (d) to execute and deliver such other Collateral Documents agreements, instruments, approvals or other documents as may be applicable requested by the Purchaser in order to create, perfect, establish, and maintain the first priority of any Lien in favor of the Purchaser or to effect the intent that such new Subsidiary; and Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Guarantors are parties, and (iie) to deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents to the Company or such Subsidiary as is consistent with those delivered by each Loan Party pursuant to such matters as the Purchaser may request. In addition, the Company shall grant to the Purchaser a valid first priority perfected security interest in the Capital Stock of any Subsidiary to secure the Obligations to Purchaser, subject to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested7.17.

Additional Subsidiary Guarantors. The (a) In the event that Borrower will takeshall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Value, Borrower shall as a condition thereto, in addition to the requirements of §7.22, cause each such Subsidiary not already constituting a Subsidiary Guarantor hereunder (and any other Subsidiary of Borrower having an ownership interest in such Subsidiary of Borrower) to execute and deliver to Agent a Joinder Agreement, and will such Subsidiary (and any such other Subsidiary having an ownership interest in such Subsidiary) shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the REIT shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary's becoming a guarantor or other obligor with respect to such other Unsecured Indebtedness described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall promptly execute and deliver to Agent a Joinder Agreement), cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary pursuant to clause (c) of the definition thereof, Borrower shall cause such Subsidiary, within thirty (30) days (or such later date as agreed to by Agent) of such Subsidiary becoming a Material Subsidiary pursuant to clause (c) of the definition thereof, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its Subsidiaries (other than Unrestricted Subsidiaries respective organizational documents and Excluded Subsidiariesapplicable law, exceptto be a Guarantor hereunder. Without limiting the terms of this agreement, Borrower shall cause all representations in the Loan Documents that apply to the Guarantors to be true and correct in all material respects, with respect to Excluded Subsidiaries such new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor (unless such representations apply to any earlier date). Without limiting the terms of this Agreement, Borrower shall cause all covenants in the Loan Documents that are Foreign Subsidiaries or FSHCOs, apply to the extent provided in subsection (d) below) Guarantors to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries true and Excluded Subsidiaries, exceptcorrect, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOssuch new Subsidiary Guarantor, at the time each such Subsidiary becomes a Subsidiary Guarantor. In connection with the delivery of any Joinder Agreement, Borrower shall deliver to the extent provided Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (b) The Borrower may request in subsection writing that the Agent release, and the Agent shall release (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, subject to the extent provided in subsection (d) belowterms hereof), a Subsidiary Guarantor from the Borrower, Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as soon as practicable and in any event within 45 days a result of such release; (ii) the Agent shall have received such written request at least five (5) Business Days (or such longer shorter period reasonably acceptable to which Agent may agree) prior to the Administrative Agentrequested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) after Borrower shall deliver to the Agent a certificate pursuant to which an Authorized Officer of Borrower certifies (together with such formation other evidence as Agent may reasonably request to confirm) that either (A) the Borrower has disposed of or acquisitionsimultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary Guarantor shall be liquidated and transferred to Borrower or another Subsidiary Guarantor, or that all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be contributed to an Unconsolidated Affiliate or disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries, and the net cash proceeds from such disposition are being distributed directly or indirectly to the Borrower or any Subsidiary Guarantor in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will cause not, upon giving effect to such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesrequested release, except, be a guarantor of or otherwise liable with respect to Excluded any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries that are Foreign Subsidiaries or FSHCOs, of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor and (ii) would not be required to be a Guarantor pursuant to clause (c) of the definition of Material Subsidiary upon giving effect to such requested release. Delivery by the Borrower to the extent provided Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in subsection the preceding sentence (dboth as of the date of the giving of such request and as of the date of the effectiveness of such request) beloware true and correct with respect to such request. Upon the request of Borrower, Agent shall reasonably cooperate with Borrower to confirm to Borrower in writing as to whether such Subsidiary Guarantor has been fully released from its Guaranty, has no further liability with respect thereto and is no longer a party to the Guaranty. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the REIT or General Partner, which may only be released upon the written approval of Agent and all of the Lenders. (c) to: Notwithstanding the terms of §5.2(a) and (b), from and after any date that Agent first receives written notice from Borrower that Borrower has first obtained an Investment Grade Rating, then (i) subject to the terms of this §5.2(c), all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner of an Unencumbered Property) shall no longer be required to be Guarantors under the Credit Agreement, and (ii) Agent shall promptly release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material Subsidiary within 45 the meaning of clause (b) of the definition thereof. In the event that at any time after Borrower has an Investment Grade Rating, Borrower shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days (or such later date as agreed to by Agent) after such occurrence cause all Material Subsidiaries to execute a Joinder Agreement and shall further cause to be satisfied within such thirty (30) day period (or such longer period reasonably acceptable as agreed to by Agent) all of the provisions of §5.2(a) that would be applicable to the Administrative Agentaddition of a new Guarantor. In no event shall the provisions of this §5.2(c) after such formation entitle REIT or acquisitionGeneral Partner to be released from the Guaranty. For the avoidance of doubt, execute if at any time during which the Borrower has an Accession Agreement pursuant to which such new Investment Grade Rating the provisions of clause (b) of the definition of Material Subsidiary shall agree be applicable to a Subsidiary of Borrower, the Borrower shall be required to cause such Subsidiary to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Guarantor by executing a Joinder Agreement and an “Obligor” under comply with the Pledge Agreement and/or an provisions of §5.2(a) as a condition to such Subsidiary's becoming a guarantor or other obligor under with respect to such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof Unsecured Indebtedness regardless of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedwhether Borrower has obtained an Investment Grade Rating.

Additional Subsidiary Guarantors. The Borrower will take(a) On and after the date hereof, and the Company will cause each of its the Company’s Material Domestic Subsidiaries to promptly (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and but in any event within 45 thirty (30) calendar days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail Subsidiary becoming a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to:Material Domestic Subsidiary): (i) within 45 days (or such longer period reasonably acceptable execute and deliver a supplemental indenture to the Administrative Agent) after such formation or acquisitionthis Indenture, execute an Accession Agreement pursuant to which such new Subsidiary shall will agree to become be a “Subsidiary Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 18; provided that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor” under the Guaranty; and (B) such Note Guarantee and joinders to any applicable Related Security Documents pursuant to Section 4.13(b) constitute a valid, an “Obligor” under the Security Agreement binding and an “Obligor” under the Pledge Agreement and/or an obligor under enforceable obligation of such other Collateral Documents Subsidiary Guarantor, except insofar as enforcement thereof may be applicable limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to such new Subsidiaryfraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other exceptions; and (ii) deliver waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such proof Subsidiary under its Note Guarantee. Notwithstanding the foregoing, at no time shall the Company permit the Domestic Subsidiaries excluded from the definition of organizational authority, incumbency of officers, opinions of counsel and “Material Domestic Subsidiary” (other documents as is consistent with those delivered by each Loan Party than pursuant to Section 4.01 on clauses (i) through (iv) of the Closing Date proviso thereof) that have not become Subsidiary Guarantors to have consolidated total assets of more than $5,000,000 or as total revenues for the Administrative Agent most recent 12-month period of more than $5,000,000 (it being understood that the Company shall have 30 calendar days from the date of determination to cause one or more Subsidiaries to become Subsidiary Guarantors to comply with the foregoing requirement). (b) In addition, the Company shall cause each Subsidiary Guarantor to become a party to the applicable Related Security Documents and take such actions required thereby to grant to the Collateral Agent shall have reasonably requestedAgent, for the benefit of itself, the Trustee and the Holders, a perfected security interest in any Collateral held by such Subsidiary Guarantor, subject to Permitted Liens.

Additional Subsidiary Guarantors. The In the event that at any time after the Closing Date, the Borrower acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will takepromptly, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and but in any event within 45 no later than the date that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary is acquired or created (or such longer period reasonably acceptable to which the Administrative Agent may agree in its sole discretion), cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) after a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such formation Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b) resolutions of the Board of Directors or acquisition, will provide the Collateral Agent with notice equivalent governing body of such formation Domestic Subsidiary, certified by the Secretary or acquisition setting forth in reasonable detail a description of all of the assets an Assistant Secretary of such new Domestic Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Table of Contents Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and will cause such new Subsidiary an opinion of counsel (other than Unrestricted Subsidiaries which may be provided by in-house counsel) as the Administrative Agent shall reasonably request, in each case, in form and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) after such formation or acquisition, execute an Accession Agreement pursuant to which such new a Domestic Subsidiary shall agree not be required to become a party to the Subsidiary Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Guarantor” under Non-Guarantor Subsidiaries”), (1) the GuarantyBorrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, an “Obligor” under taken together in the Security Agreement aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and an “Obligor” under its other Subsidiaries’ proportionate share of the Pledge Agreement and/or an obligor under total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) the Borrower’s and its other Collateral Documents as may be applicable Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of all such Non-Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such new Subsidiaryincome of the Borrower and its Subsidiaries consolidated for the most recently completed fiscal year; and and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent any special purpose entity created or acquired in connection with those delivered by each Loan Party pursuant any Permitted Securitization Transaction shall not be required to Section 4.01 on become a party to the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedSubsidiary Guaranty.

Additional Subsidiary Guarantors. (a) The Borrower will take, and Company will cause each of its Subsidiaries any Person (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries YRRFC) that are Foreign Subsidiaries or FSHCOs, to becomes a Material Domestic Subsidiary after the extent provided in subsection date hereof (d) belowi) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries execute and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable deliver to the Administrative Agent, within ten Business Days after the Company’s delivery, pursuant to Section 5.01(a) or (b), as applicable, of the financial statements for the fiscal period at the end of which such Person first becomes a Material Domestic Subsidiary, or, if such Person first becomes a Material Domestic Subsidiary as a result of a Significant Acquisition, within ten Business Days after such formation or acquisition, will provide the Collateral Agent with notice consummation of such formation Significant Acquisition, a supplement to the Subsidiary Guarantee Agreement, in the form prescribed therein, guaranteeing the obligations of the Borrowers hereunder and (ii) concurrently with the delivery of such supplement, to deliver to the Administrative Agent evidence of action of such Person’s board of directors or acquisition setting forth in reasonable detail a description other governing body authorizing the execution, delivery and performance thereof. (b) If (i) as of the end of any fiscal year of the Company, the assets of any Subsidiary Guarantor (other than an Initial Subsidiary Guarantor) comprise less than 5% of the consolidated total assets of the Company and its Subsidiaries, and the revenue attributable to any such Subsidiary Guarantor (other than an Initial Subsidiary Guarantor) comprises less than 5% of the consolidated revenue of the Company and its Subsidiaries for such fiscal year, or (ii) the Company or any Subsidiary sells or otherwise transfers all of the assets Equity Interests of such new any Subsidiary and will cause such new Guarantor to any Person which is not the Company or a Subsidiary or liquidates or dissolves any Subsidiary Guarantor in a transaction which, in any case described in this clause (other than Unrestricted Subsidiaries and Excluded Subsidiariesb), exceptis not otherwise prohibited by the terms of this Agreement, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or will, on behalf of the Collateral Agent shall have reasonably requestedLenders, execute and deliver to the Company a release of such Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement.

Additional Subsidiary Guarantors. The Borrower will take, and Company will cause any Domestic Subsidiary which becomes an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement to become a party to the Subsidiary Guaranty and deliver to each of its Subsidiaries the holders of the Notes (other than Unrestricted Subsidiaries concurrently with becoming an obligor, co-obligor or guarantor in respect of Debt under the Bank Credit Agreement) the following items: (a) a supplement to the Subsidiary Guaranty in the form of Exhibit A to the Subsidiary Guaranty (a "Guaranty Supplement"); (b) a certificate signed by an authorized Responsible Officer making representations and Excluded Subsidiarieswarranties to the effect of those contained in Sections 5.2, except5.4, 5.6 and 5.7, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries Subsidiary and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are such Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the BorrowerGuaranty, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiaryapplicable; and (iic) deliver such proof of organizational authority, incumbency of officers, opinions an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes which opinion shall be satisfactory to the Required Holders, to the effect that the Guaranty Supplement has been duly authorized, executed and other documents delivered and that such Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as is consistent an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. In connection with those delivered by each Loan Party pursuant to Section 4.01 on any amendment, extension, renewal, replacement or refinancing of the Bank Credit Agreement after the Closing Date Date, the Company shall cause such amended, extended, renewed, replaced or as refinanced Bank Credit Agreement to permit the Administrative Agent Notes to be guaranteed by, and the Company shall cause the Notes to be guaranteed by, each Foreign Subsidiary that shall then be or thereafter become an obligor, co-obligor or guarantor in respect of Debt under the Collateral Agent Bank Credit Agreement and upon any Foreign Subsidiary becoming obligated hereunder to guaranty the Notes, such Foreign Subsidiary shall deliver to each of the holders of the Notes the items described in clauses (a), (b) and (c) of this Section 9.9. Anything in this Section 9.9 to the contrary notwithstanding, a Foreign Subsidiary that is or becomes a borrower under the Bank Credit Agreement shall not be deemed to be an obligor, guarantor or co-obligor of obligations existing under the Bank Credit Agreement for purposes of this Section 9.9 if such Subsidiary shall have reasonably requestedno obligations under the Bank Credit Agreement or any other agreement or instrument for the repayment of any Debt outstanding under the Bank Credit Agreement (whether upon default by any party to the Bank Credit Agreement or otherwise) other than Debt directly borrowed by such Subsidiary.

Additional Subsidiary Guarantors. The Borrower will takeNotify the Administrative Agent at the time that any Person becomes a Subsidiary, and will cause each of its Subsidiaries promptly thereafter (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days thirty (30) days), cause such Person (a) if such Person is a Material Subsidiary or a guarantor of a Private Placement, to become a Subsidiary Guarantor, on a joint and several basis with all other Subsidiary Guarantors, by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such longer period other document as the Administrative Agent shall deem appropriate for such purpose, and (b) to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and shall be addressed to the Administrative Agent and each of the Lenders), all in form, content and scope reasonably acceptable satisfactory to the Administrative Agent. No Foreign Subsidiary may become a Designated Borrower if it would be illegal for any Lender to lend to such Foreign Subsidiary, as reasonably determined by such Lender. A Foreign Subsidiary that (a) after such formation or acquisitioncan become a Subsidiary Guarantor for all the Obligations without adverse tax consequences, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail shall become a description of Subsidiary Guarantor for all of the assets Obligations, or (b) cannot become a Subsidiary Guarantor for all of the Obligations, but can become a Subsidiary Guarantor for a portion of the Obligations, without adverse tax consequences, shall become a Subsidiary Guarantor for only such portion of the Obligations as will not result in adverse tax consequences; provided, however, that if such Foreign Subsidiary is a guarantor of a Private Placement, it shall become a Subsidiary Guarantor for all of the Obligations or, if its guaranty of such new Private Placement is limited to avoid adverse tax consequences, it shall become a Subsidiary Guarantor for only such portion of the Obligations as will not result in adverse tax consequences consistent with the limitation on its guaranty of such Private Placement; and will cause provided, further, that if any such new Foreign Subsidiary cannot become a Subsidiary Guarantor for any of the Obligations without adverse tax consequences, then sixty-six percent (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are 66%) of the equity interests in such Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable Subsidiary shall be pledged to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement Agent for its benefit and the benefit of the Lenders pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or documentation as the Administrative Agent or the Collateral Agent shall have reasonably requestedrequire.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries i) On or FSHCOs, prior to the extent provided in subsection (d) below) to takeDiligence Deadline, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable furnish to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries any information that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent may reasonably request regarding the Additional Subsidiary Guarantors and their respective Accounts and Inventory. The Administrative Agent or the Collateral Agent may, at the Company’s sole cost and expense, take such actions as specified in Section 10.17 of the Credit Agreement in relation to the Additional Subsidiary Guarantors (except with respect to the Real Property owned by the Additional Subsidiary Guarantors unless (x) the Company at its election requests the Administrative Agent to include such Real Property in the Borrowing Base or (y) a Mortgage is required pursuant to Section 10.15 of the Credit Agreement) in a manner and through any medium that the Administrative Agent or the Collateral Agent considers reasonably advisable (the “Required Diligence”) and the Company shall have reasonably requestedfurnish all such assistance and information as the Administrative Agent may require in connection with the Required Diligence. For the avoidance of doubt, the parties hereto agree that the limitation on (i) Appraisals, investigations and reviews set forth in Section 10.17(b) of the Credit Agreement and (ii) verifications and reports set forth in Section 10.17(d) of the Credit Agreement, shall not apply to the Required Diligence on a one-time basis. Notwithstanding the foregoing, the only consequence of the Required Diligence not being completed prior to the Diligence Deadline is as set forth in Section 4 hereof; (ii) The Company shall provide to the Administrative Agent, no later than sixty (60) days (or such longer period as the Administrative Agent may agree) following the date that any Domestic Subsidiary acquired in connection with the Colomer Acquisition becomes an Additional Subsidiary Guarantor, (A) all certificated Stock owned by such Additional Subsidiary Guarantor required to be pledged pursuant to the provisions of the Credit Agreement and the other Loan Documents, (B) an executed Deposit Account Control Agreement for each Deposit Account held by such Additional Subsidiary Guarantor required to be subject to a Deposit Account Control Agreement pursuant to the provisions of the Credit Agreement and the other Loan Documents and (C) an executed Securities Account Control Agreement for each Securities Account held by such Additional Subsidiary Guarantor required to be subject to a Securities Account Control Agreement pursuant to the provisions of the Credit Agreement and the other Loan Documents.

Additional Subsidiary Guarantors. (a) The Borrower will take, and Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement or such Debt Agreement, to enter into the Subsidiary Guaranty and deliver to each of its Subsidiaries the holders of the Notes (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, concurrently with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, the incurrence of any such obligation pursuant to the extent provided in subsection (dBank Credit Agreement) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) tofollowing items: (i) within 45 days a joinder agreement in respect of the Subsidiary Guaranty; (or such longer period reasonably acceptable ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the Administrative Agent) after effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under and the Subsidiary Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiaryapplicable; and (iii) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) At any time in which a Subsidiary Guaranty shall be in existence, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from such Subsidiary Guaranty upon receipt of written notice from the Company, provided that (i) such Subsidiary STEPAN COMPANY NOTE PURCHASE AGREEMENT Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under such Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Bank Credit Agreement and each Debt Agreement of the Company and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such proof release, holders of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent Notes shall have reasonably requestedreceive equivalent consideration.

Additional Subsidiary Guarantors. The (i) If at any time a member of the Senior Management Team of the Borrower will take, and will cause each has actual knowledge that the aggregate assets of its all of the Borrower’s consolidated Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that SPVs) which are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection not Subsidiary Guarantors exceed ten percent (d10%) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Borrower and its consolidated Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSPVs), as calculated by the Borrower, the Borrower shall cause such consolidated Domestic Subsidiaries as soon are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as practicable and promptly as possible but in any event within 45 thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents later date as may be applicable to such new Subsidiary; anddeemed necessary or appropriate by the Administrative Agent in its sole discretion). (ii) If at any time (x) any Domestic Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Borrower shall cause such Subsidiary to deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the Collateral delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent shall have reasonably requestedin its sole discretion).

Additional Subsidiary Guarantors. The (a) If at any time any Wholly-Owned Domestic Subsidiary of the Borrower is created, established or acquired and such Wholly Owned Domestic Subsidiary is (or would have been if at such time it had been a Wholly Owned Domestic Subsidiary of the Borrower), on the last day of the most recently ended Test Period for which financial statements have been or are required to have been delivered pursuant to Section 7.1(a) or (b), as applicable, a Material Subsidiary (with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, establishment or acquisition), the Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will takeas promptly as practicable, and in any event within sixty days, cause such Wholly-Owned Domestic Subsidiary to take all actions required for such Wholly-Owned Domestic Subsidiary to become a party to the Subsidiary Guaranty Agreement in accordance with the terms of the Subsidiary Guaranty Agreement and take all action in connection therewith as would otherwise have been required to be taken pursuant to Section 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date; provided that if the Borrower determines in good faith, (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(a)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(a) as if the respective transferee were a newly created, established or acquired Wholly-Owned Domestic Subsidiary. It is hereby understood and agreed that upon any Subsidiary being released as a “Subsidiary Guarantor” and being released from its obligations under the “Subsidiary Guaranty” in each case under (and as defined in) the Revolving Credit Agreement, such Subsidiary shall be concurrently and automatically be released as a Subsidiary Guarantor hereunder and be released from its obligations under the Subsidiary Guaranty. Without limiting the foregoing and notwithstanding the foregoing, the Borrower shall at all times cause each Subsidiary which is then a “Subsidiary Guarantor” (as defined in either of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries the Revolving Credit Agreement or FSHCOs, to the extent provided in subsection (d) below364-Day Term Loan Agreement) to takebe a Subsidiary Guarantor hereunder. (b) If, on the date of delivery by the Borrower of each of the financial statements required to be delivered pursuant to Sections 7.1(a) or (b), as applicable, any of the Wholly-Owned Domestic Subsidiaries of the Borrower that is not a Subsidiary Guarantor at such actions from time would, as of the last day of the fiscal quarter or fiscal year for which such financial statements are required to time be delivered, qualify as shall be necessary to ensure that all Subsidiaries a Material Subsidiary, then the Borrower will, within 10 Business Days notify the Administrative Agent thereof and, as promptly as practicable, and in any event within sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, cause each Wholly Owned Domestic Subsidiary of the Borrower (other than Unrestricted such Wholly-Owned Domestic Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded as will not constitute Material Subsidiaries that are Foreign Subsidiaries or FSHCOs, to after the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality taking of the foregoing, if any Group Company shall form or acquire any new actions required by this Section 7.12(b)) to take all actions required for such Wholly-Owned Domestic Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under party to the Guaranty, an “Obligor” under Subsidiary Guaranty Agreement in accordance with the Security terms of the Subsidiary Guaranty Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents take all action in connection therewith as may would otherwise have been required to be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party taken pursuant to Section 4.01 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date Date; provided that if the Borrower determines in good faith (before the respective Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(b)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of delivery (or required date of delivery, if earlier) of the respective financial statements, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly-Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the Collateral Agent provisions of this Section 7.12(b)); provided, further that if the preceding proviso is applicable, the Borrower shall have reasonably requesteddetermine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this Section 7.12(b) as if the respective transferee were a Material Subsidiary on the last day of the respective fiscal quarter or fiscal year for which financial statements are acquired to be delivered pursuant to Section 7.1(a) or (b), as applicable.

Additional Subsidiary Guarantors. (a) The Borrower will take, and Obligors will cause each of its their Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to takeenter into the Subsidiary Guaranty as required under Section 4.10. Further, such actions from time to time as shall be necessary to ensure that all the Obligors will cause each of their Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect ) first formed or acquired after the date hereof to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, enter into the Subsidiary Guaranty and deliver to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality each of the foregoingholders of the Notes (promptly, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to after the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to Subsidiary) the extent provided in subsection (d) below) tofollowing items: (i) within 45 days a joinder agreement in respect of the Subsidiary Guaranty; (ii) a certificate signed by an authorized Responsible Officer of the Obligors making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (iii) a certificate of the Secretary (or such longer period reasonably acceptable other appropriate officer) of the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers; (iv) an opinion of counsel (who may be in-house counsel for the Obligors) addressed to each of the holders of the Notes satisfactory to the Administrative Agent) after Required Holders, to the effect that the Subsidiary Guaranty has been duly authorized, executed and delivered by such formation or acquisitionadditional Subsidiary Guarantor and that the Subsidiary Guaranty constitutes the legal, execute valid and binding contract and agreement of such Subsidiary Guarantor enforceable in accordance with its terms, except as an Accession Agreement pursuant to which enforcement of such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as terms may be applicable to limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (v) a counterpart of the Intercreditor Agreement, signed by such new SubsidiarySubsidiary Guarantor; and (iivi) deliver such proof of organizational authority(to the extent not already a party to the Intercreditor Agreement), incumbency of officers, opinions of counsel and other documents as is consistent with those delivered a joinder to the Intercreditor Agreement signed by each Loan Party of the holders of Debt for borrowed money of the Obligors which is a beneficiary of a Guaranty of such Subsidiary Guarantor. If any Subsidiary that had previously been an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Obligors will within 30 days thereafter cause such Subsidiary to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes all of the documents required in clauses (i)-(vi) of this Section 9.5(a). (b) In addition to, and without limiting the requirement in Section 9.5(a), the Obligors will cause any Subsidiary which is required by the terms of the Bank Credit Agreement (or any other agreement pursuant to Section 4.01 on which Debt for borrowed money of an Obligor is outstanding) to become a party to, or otherwise guarantee, Debt outstanding under the Closing Date Bank Credit Agreement or as such other agreement, to enter into the Administrative Agent Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement or such other agreement) all of the Collateral Agent shall have reasonably requesteddocuments required in clauses (i)-(vi) of paragraph (a) above.

Additional Subsidiary Guarantors. (a) The Borrower will take, and Company will cause each new Domestic Subsidiary that is a Guarantor of its Subsidiaries (other than Unrestricted Subsidiaries any Credit Facility of the Company or a Domestic Subsidiary to execute and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, deliver to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail Trustee a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement supplemental indenture pursuant to which such new Subsidiary shall agree will Guarantee payment of the Notes. In addition, the Company will cause each Foreign Subsidiary that becomes a Guarantor of any Credit Facility of the Company or a Domestic Subsidiary to become execute and deliver to the Trustee a “Guarantor” under supplemental indenture pursuant to which such Subsidiary will Guarantee payment of the GuarantyNotes. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor without rendering the Subsidiary Guarantee, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable it relates to such new SubsidiarySubsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) Following the first day (the “Suspension Date”) that: (1) the Notes have an Investment Grade Rating from both of the Rating Agencies; and (ii2) deliver such proof of organizational authority, incumbency of officers, opinions of counsel no Default has occurred and other documents as is consistent with those delivered by each Loan Party pursuant continuing under this Indenture; the Company and its Restricted Subsidiaries shall not be subject to Section 4.01 4.08(a) (the “Suspended Covenant”). (c) In addition, upon the occurrence of a Suspension Date, the Company may elect to suspend the Subsidiary Guarantees. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenant for any period of time as a result of the foregoing and on any subsequent date (the Closing “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenant with respect to future events and the Subsidiary Guarantees will be reinstated to the extent required by this Indenture. The period of time between the Suspension Date or and the Reversion Date is referred to in this description as the Administrative Agent or “Suspension Period.” Notwithstanding that the Collateral Agent shall Suspended Covenant may be reinstated, no default will be deemed to have reasonably requestedoccurred as a result of a failure to comply with the Suspended Covenant during the Suspension Period.

Additional Subsidiary Guarantors. The If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower will takedoes not designate such Subsidiary as a Retail Store Subsidiary as permitted hereunder, then promptly (and, in any event, within thirty (30) days) after the date such Subsidiary ceases to be an Immaterial Subsidiary or such creation or acquisition the Borrower shall cause such Person to (1) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Second Lien Guaranty and will cause Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) grant a security interest in all Collateral (subject to the exceptions specified in the Second Lien Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Collateral Document, (3) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 3 as may be reasonably requested by the Administrative Agent, (4) deliver to the Administrative Agent (or its Subsidiaries bailee or agent pursuant to the Intercreditor Agreement) such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, 5) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, such Person and (6) deliver to the extent provided Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in subsection (d) below) to takeform, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries content and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period scope reasonably acceptable satisfactory to the Administrative Agent) after such formation or acquisition; provided that, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or may extend the Collateral Agent shall have reasonably requestedtime period for such delivery by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders.

Additional Subsidiary Guarantors. The (a) In the event that Borrower will takeshall request that certain Real Estate of a Subsidiary of Borrower be included as an Unencumbered Property for purposes of calculation of the Unencumbered Asset Value, Borrower shall as a condition thereto, in addition to the requirements of §7.22, cause each such Subsidiary (and any other Subsidiary of Borrower having an interest in such Subsidiary of Borrower) to execute and deliver to Agent a Joinder Agreement, and will such Subsidiary (and any such other Subsidiary) shall become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary or the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause each of its Subsidiaries (such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, obligor with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOssuch other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents and applicable law, to be a Guarantor hereunder. Borrower shall further cause all representations, covenants and agreements in the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, Loan Documents with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, Guarantors to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries be true and Excluded Subsidiaries, except, correct with respect to Excluded Subsidiaries that are Foreign Subsidiaries each such Subsidiary or FSHCOsother entity. In connection with the delivery of such Joinder Agreement, Borrower shall deliver to the extent provided Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (b) The Borrower may request in subsection writing that the Agent release, and the Agent shall release (d) belowsubject to the terms hereof), a Subsidiary Guarantor from the Borrower, Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as soon as practicable and in any event within 45 days a result of such release; (or ii) the Agent shall have received such longer period reasonably acceptable written request at least five (5) Business Days prior to the Administrative Agentrequested date of release together with an updated Compliance Certificate which gives effect to such proposed release; and (iii) after Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower has disposed of or simultaneously with such formation release will dispose of its entire interest in such Subsidiary Guarantor or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of that all of the assets of such new Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds from such disposition are being distributed to the Borrower in connection with such disposition; or (B) if such Subsidiary Guarantor previously directly or indirectly owned an asset included in the calculation of Unencumbered Asset Value, all such assets have been removed from the calculation of the Unencumbered Asset Value in accordance with the terms of the Agreement (and such Subsidiary Guarantor is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor does not directly or indirectly own an asset included in the calculation of the Unencumbered Asset Value and will cause not, upon giving effect to such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiariesrequested release, except, be a guarantor of or otherwise liable with respect to Excluded any other Unsecured Debt of the REIT, Borrower or any of their respective Subsidiaries that are Foreign Subsidiaries or FSHCOs, of the type described in clause (b) of the definition of Material Subsidiary which would require it to be a Guarantor. Delivery by the Borrower to the extent provided Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in subsection the preceding sentence (dboth as of the date of the giving of such request and as of the date of the effectiveness of such request) below) to: (i) within 45 days (or are true and correct with respect to such longer period reasonably acceptable request. Notwithstanding the foregoing, the foregoing release provisions shall not apply to the Administrative Agent) after such formation or acquisitionREIT, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under may only be released upon the Guaranty, an “Obligor” under written approval of Agent and all of the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requestedLenders.

Additional Subsidiary Guarantors. The Borrower will take(a) If at any time any Subsidiary becomes a guarantor or an obligor, and will cause each whether as a borrower or an additional borrower or co-borrower or otherwise, for or in respect of its Subsidiaries any Debt under any Material Credit Facility or any Existing Note Purchase Agreement (other than Unrestricted Subsidiaries and Excluded Subsidiariesthan, exceptin the case of the UK Borrower, the Credit Facilities provided under this Agreement or the Existing Note Purchase Agreement dated July 19, 2017 and, in each case, any refinancing or replacement thereof), then the Company will promptly notify the Administrative Agent thereof and, concurrently therewith, cause such Subsidiary to become a Subsidiary Guarantor by way of execution of a Subsidiary Guaranty (or a joinder to an existing Subsidiary Guaranty) and, concurrently with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOsbecoming a Subsidiary Guarantor, deliver to the extent provided Administrative Agent all documents, certificates and opinions as may be reasonably requested by the Administrative Agent (including, without limitation, resolutions, Organization Documents, incumbency certificates, legal opinions and documentation and other information requested by the Administrative Agent and each Lender in subsection (d) below) order to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries comply with requirements of the Borrower PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations). (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to b) At the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality election of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (or such longer period reasonably acceptable by written notice to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the assets need for the execution or delivery of such new Subsidiary and will cause such new Subsidiary (any other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered document by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or any Lender, provided that if such Subsidiary Guarantor is a guarantor or obligor in respect of any Material Credit Facility or any Existing Note Purchase Agreement, then (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the Collateral release of such Subsidiary Guarantor under its Subsidiary Guaranty) under each such Material Credit Facility and each such Existing Note Purchase Agreement, as the case may be, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility or any Existing Note Purchase Agreement, any fee or other form of consideration is given to any holder of Debt under such Material Credit Facility or such Existing Note Purchase Agreement for such release, the Lenders shall receive equivalent consideration on a ratable basis substantially concurrently therewith and (v) the Administrative Agent shall have reasonably requestedreceived a certificate of a Responsible Officer of the Company certifying as to the matters set forth in the foregoing clauses (i) through (iv). In the event of any such release, for purposes of Section 6.13, all Debt of such Subsidiary shall be deemed to have been incurred concurrently with such release. (c) The parties hereto acknowledge and agree that (i) the Company may at its option cause any of its Subsidiaries to become a Subsidiary Guarantor by complying with the requirements of this Section 6.21 with respect to such Subsidiary, (ii) notwithstanding anything in this Section 6.21 to the contrary, in no event shall any Foreign Subsidiary be required to Guarantee any portion of the Obligations which would result in an adverse tax consequence to the Company or any Foreign Subsidiary Holding Company and (iii) in addition to the foregoing releases contemplated by Section 6.21(b), the Administrative Agent shall release any Subsidiary Guarantor from its obligations under any Credit Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Credit Documents.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (da) below) to take, such actions from If at any time to time as shall be necessary to ensure that all Subsidiaries any Wholly-Owned Domestic Subsidiary of the U.S. Borrower is created, established or acquired and such Wholly Owned Domestic Subsidiary is (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are would have been if at such time it had been a Wholly Owned Domestic Subsidiary Guarantors. Without limiting the generality of the foregoingU.S. Borrower), if any Group Company shall form on the last day of the most recently ended Test Period for which financial statements have been or acquire any new are required to have been delivered pursuant to Section 7.1(a) or (b), as applicable, a Material Subsidiary (other than Unrestricted Subsidiaries and Excluded with the “Immaterial Subsidiaries” tests being recalculated on a pro forma basis after giving effect to such creation, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries establishment or FSHCOs, to the extent provided in subsection (d) belowacquisition), the BorrowerU.S. Borrower will, within 10 Business Days after such Wholly-Owned Domestic Subsidiary is created, established, acquired, notify the Administrative Agent thereof and, will as soon promptly as practicable practicable, and in any event within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisitionsixty days, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Wholly-Owned Domestic Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or take all actions required for such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Wholly-Owned Domestic Subsidiary shall agree to become a “Guarantor” under party to the Guaranty, an “Obligor” under Subsidiary Guaranty Agreement in accordance with the Security terms of the Subsidiary Guaranty Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents take all action in connection therewith as may would otherwise have been required to be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party taken pursuant to Section 4.01 5.1 if such Wholly-Owned Domestic Subsidiary had been a Subsidiary Guarantor on the Closing Date Date; provided that if the U.S. Borrower determines in good faith, (before such Wholly-Owned Domestic Subsidiary has complied with the requirements of this Section 7.12(a)), that such Wholly-Owned Domestic Subsidiary will not remain a Material Subsidiary for more than sixty days after the date of the creation, establishment or acquisition thereof, because of contemplated transfers of assets permitted under Section 8.2 by such Wholly-Owned Domestic Subsidiary (with the “Immaterial Subsidiary” tests being recalculated on a pro forma basis after giving effect to such transfers of assets), then so long as the U.S. Borrower notifies the Administrative Agent thereof within the sixty day period referenced above, such Wholly Owned Domestic Subsidiary shall not be required to become a Subsidiary Guarantor (unless the respective transfer of assets does not occur within such sixty day period or unless and until it is subsequently required to become a Subsidiary Guarantor pursuant to the Collateral Agent provisions of Section 7.12(b)); provided, further that if the preceding proviso is applicable, the U.S. Borrower shall have reasonably requested.determine in good faith whether any of the transfers of assets contemplated by the preceding proviso would result in one or more other Wholly-Owned Domestic Subsidiaries of the U.S. Borrower which are not Subsidiary Guarantors and which previously constituted Immaterial Subsidiaries no longer constituting same (with determinations to be made in good faith on a pro forma basis to give effect to the respective transfers of assets), and if the U.S. Borrower determines in good faith that the result described above in this proviso would occur, then in such case within the sixty-day period described above the U.S. Borrower shall cause such Wholly-Owned Domestic Subsidiaries (which will not continue to constitute Immaterial Subsidiaries) to become Subsidiary Guarantors and to comply with the provisions of this

Additional Subsidiary Guarantors. The Borrower Company will take, and will cause each of its Subsidiaries (other than Unrestricted (i) Project Subsidiaries and Excluded Subsidiariesexcept to the extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, except, with respect to Excluded Subsidiaries that are (ii) Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection SUBSECTION (dD) belowbelow and (iii) those Subsidiaries having limited or negligible assets as of the Closing Date which are to be merged into, or liquidated or dissolved and their residual assets distributed to, one or more Loan Parties within 90 days after the Closing Date pursuant to the Company's reorganization plan disclosed to the Administrative Agent prior to the Closing Date) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Company (other than Unrestricted such Project Subsidiaries, Foreign Subsidiaries and Excluded other Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below)Subsidiary, the BorrowerCompany, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are any such Project Subsidiary or such Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSubsidiary) to: (i) within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “"Guarantor” " under the Subsidiary Guaranty, an “"Obligor” " under the Security Agreement and an “"Obligor” " under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower (a) Subject to the provisions of Section 9.16(b) below, the Company will taketake such action, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiariesto take such action, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Company (other than Unrestricted Inactive Subsidiaries and Excluded Unrestricted Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary GuarantorsGuarantors and, thereby, "Obligors" hereunder. Without limiting the generality of the foregoing, if in the event that the Company or any Group Company of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof which the Company or the respective Subsidiary anticipates will not be an Inactive Subsidiary or an Unrestricted Subsidiary (other than or, in the event that any Inactive Subsidiary or an Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect Subsidiary shall cease to Excluded Subsidiaries that are Foreign Subsidiaries be an Inactive Subsidiary or FSHCOs, to the extent provided in subsection (d) belowUnrestricted Subsidiary), the Borrower, as soon as practicable and in any event within 45 days (Company or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new respective Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable Inactive Subsidiary and/or Unrestricted Subsidiary which ceases to the Administrative Agentbe an Inactive Subsidiary and/or Unrestricted Subsidiary) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “"Subsidiary Guarantor” under the Guaranty" (and, thereby, an “"Obligor” under ") hereunder pursuant to a written instrument in form and substance satisfactory to the Security Agreement Lender, and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authoritycorporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party Obligor pursuant to Section 4.01 on 7.1 hereof upon the Closing Date or as the Administrative Agent or the Collateral Agent Lender shall have reasonably requested. (b) Notwithstanding any provisions of Section 9.16(a) above to the contrary, within one month after a Foreign Subsidiary becomes an Obligor hereunder in accordance with the terms of this Agreement and at or about the time of the creation or acquisition of any future Foreign Subsidiary, and within 45 days prior to each fiscal year end of the Company (other than December 31, 1999) thereafter, at the request of the Company, Lender agrees to jointly evaluate with the Company the risk of adverse tax consequences, if any, (after taking into account any foreign tax credits) resulting from each respective Foreign Subsidiary becoming an Obligor hereunder based on the documents and materials described below, and the extent to which such adverse tax consequences, if any, to the Company would outweigh the benefits to the Lender of having such Foreign Subsidiary as an Obligor hereunder. If in the Lender's reasonable judgment, such adverse tax consequences, if any, would outweigh such benefits, in respect of (i) any existing Foreign Subsidiary being an Obligor or (ii) any Foreign Subsidiary becoming an Obligor, the Lender will promptly execute and deliver to the Company such documents and instruments as are necessary or desirable (a) to release and terminate such Foreign Subsidiary from being an Obligor hereunder and (b) to waive the requirement that such new Foreign Subsidiary become an Obligor hereunder. In connection with performing such evaluation, the Company agrees to provide the Lender, upon the Lender's request, with supporting documents and materials (including any analyses and projections prepared by an independent certificate public accountants of nationally recognized standing (it being understood that the Company shall not be obligated to have such analyses or projection prepared)) demonstrating such adverse tax consequences. Notwithstanding anything contained herein to the contrary, it is understood that in no event shall the Company pledge more than 65% of the capital stock of any of its Foreign Subsidiaries to the Lender pursuant to the Pledge Agreement.

Additional Subsidiary Guarantors. The Borrower will takeTake, and will cause each of its their Subsidiaries (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Non-Wholly-Owned Entities) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower Holdings (other than Unrestricted Subsidiaries and Excluded Foreign Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, except to the extent provided in subsection (dc) below, and Non-Wholly-Owned Entities) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if in the event that any Group Company Loan Party shall form or acquire any such new Subsidiary (other than Unrestricted Subsidiaries and Excluded SubsidiariesSubsidiary, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the BorrowerHoldings, as soon as practicable and in any event within 45 30 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, will provide the Collateral Administrative Agent with notice of such formation or acquisition acquisition, setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the GuarantySubsidiary Guarantee Agreement, an “Obligor” and grantor, pledgor, mortgagor or the like under the applicable Security Agreement Documents; (ii) if such Subsidiary owns any real property located in the United States the value of which exceeds $500,000, to execute and an “Obligor” under deliver to the Pledge Agreement and/or an obligor under Administrative Agent such mortgages, deeds of trust or other Collateral Documents agreements or instruments covering such real property and fixtures as shall be necessary to create and perfect valid and enforceable Liens (subject only to Permitted Liens) on such real property and fixtures as collateral security for the Obligations, together in each case with such Uniform Commercial Code financing statements, environmental reports, title insurance policies, and surveys, as the Administrative Agent or the Required Lenders may reasonably request; (iii) to the extent not otherwise covered pursuant to clause (ii) above, take such actions (including delivering such securities, other investment property or instruments and authorizing such Uniform Commercial Code financing statements) as shall be applicable necessary to create and perfect valid and enforceable first priority Liens (subject only to Permitted Liens) on all or substantially all of the assets of such new SubsidiarySubsidiary as collateral security for the Obligations, as requested by the Administrative Agent or Required Lenders; and (iiiv) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 4.2 on the Closing Restatement Effective Date or as the Administrative Agent or the Collateral Agent Required Lenders shall have reasonably requested.

Additional Subsidiary Guarantors. The Borrower will take, and will cause each of its Subsidiaries (a) Notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary (other than Unrestricted an Excluded Domestic Subsidiary or an Immaterial Subsidiary) or any Domestic Subsidiary that is not a Subsidiary Guarantor hereunder shall cease to be an Excluded Domestic Subsidiary or an Immaterial Subsidiary, or the Subsidiaries included as Immaterial Subsidiaries exceed clause (ii) of the proviso of such definition, and promptly thereafter (and in any event within 30 days), cause such Subsidiary that is not an Excluded SubsidiariesDomestic Subsidiary or an Immaterial Subsidiary, except, with respect to Excluded or such Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries satisfy such definition, to (x) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Borrower Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other than Unrestricted Subsidiaries things, the legality, validity, binding effect and Excluded Subsidiariesenforceability of the documentation referred to in clause (x)), exceptall in form, with respect content and scope reasonably satisfactory to Excluded Subsidiaries the Administrative Agent. (b) Notify the Administrative Agent at the time that are any Immaterial Foreign Subsidiary hereunder shall cease to be an Immaterial Foreign Subsidiary, or the Foreign Subsidiaries or FSHCOs, to the extent provided in subsection included as Immaterial Foreign Subsidiaries exceed clause (dii) below) are Subsidiary Guarantors. Without limiting the generality of the foregoingproviso of such definition, if any Group Company shall form or acquire any new Subsidiary and promptly thereafter (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below), the Borrower, as soon as practicable and in any event within 45 days (30 days), cause such Foreign Subsidiary that is not an Immaterial Foreign Subsidiary, or such longer period Foreign Subsidiaries as shall be necessary to satisfy such definition, to (x) become a Foreign Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the applicable Foreign Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (y) deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) 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 (x)), all in form, content and scope reasonably acceptable satisfactory to the Administrative Agent) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall have reasonably requested.

Additional Subsidiary Guarantors. The (i) If at any time a member of the Senior Management Team of the Borrower will take, and will cause each has actual knowledge that the aggregate assets of its all of the Borrower’s domestic consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that SPVs) which are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection not Subsidiary Guarantors exceed ten percent (d10%) below) to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) are Subsidiary Guarantors. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) belowSPVs), as calculated by the Borrower, the Borrower shall cause such domestic consolidated Subsidiaries as soon are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplements and other documentation to be delivered to the Administrative Agent as practicable and promptly as possible but in any event within 45 thirty (30) days following the initial date on which a member of the Senior Management Team of the Borrower obtained actual knowledge that such aggregate assets exceed ten percent (or such longer period reasonably acceptable to the Administrative Agent10%) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and will cause such new Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries, except, with respect to Excluded Subsidiaries that are Foreign Subsidiaries or FSHCOs, to the extent provided in subsection (d) below) to: (i) within 45 days (or such longer period reasonably acceptable to the Administrative Agent) after such formation or acquisition, execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a “Guarantor” under the Guaranty, an “Obligor” under the Security Agreement and an “Obligor” under the Pledge Agreement and/or an obligor under such other Collateral Documents as may be applicable to such new Subsidiary; andConsolidated Domestic Assets. (ii) If at any time any Subsidiary of the Borrower which is not a Subsidiary Guarantor guaranties any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, the Borrower shall cause such Subsidiary to deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Closing Date or as the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent prior to or concurrently with the Collateral Agent shall have reasonably requesteddelivery of the guaranty of such other Indebtedness.