Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that (i) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) 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)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which financial statements have been delivered pursuant to Section 8(a)(i) and any Person (other than the Lessee) qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Subsidiary” in accordance with the calculations in such financial statements, the Parent Guarantor shall provide the Administrative Agent at the time that (i) any Person becomes a Domestic with written notice thereof and shall cause each such Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (execute and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to in clauses (iii) which such Subsidiary agrees to be bound by the terms and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other thingsprovisions thereof, the legalityGuaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, validity, binding effect other organizational documentation and enforceability of legal opinions as may be reasonably requested by the documentation referred Administrative Agent (with any such opinion so requested to be in clause (a)), all in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent but, in any case, limited to the types of matters covered in the legal opinions delivered pursuant to Section 6.1 of the Participation Agreement). Each guarantor and each borrower under the Bank Credit Agreement that is a Domestic Subsidiary (and not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any of clauses (a) through (d) of the definition thereof) shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Operative Document, the Borrower no Excluded Subsidiary shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 be required to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify (a) The Company will cause any Subsidiary which is required by the Administrative Agent at terms of the time that 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 the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (i) any Person becomes a Domestic joinder agreement in respect of the Subsidiary (except for Immaterial Subsidiaries) or Guaranty; (ii) any Domestic a certificate signed by an authorized Responsible Officer of such Subsidiary ceases containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, of those contained in Sections 5.1, 5.2, 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; (iii) all documents as may be an Immaterial Subsidiaryreasonably requested by the Required Holders to evidence the due organization, continuing existence and, in each casewhere applicable, promptly thereafter (good standing of such Subsidiary and in any event within 30 days), cause the due authorization by all requisite action on the part of such Person Subsidiary of the execution and delivery of the joinder agreement to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or and the performance by such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents Subsidiary of the types referred to in clauses (iii) and its obligations thereunder; and (iv) of Section 4.01(a) and favorable opinions an opinion of counsel (who may be in-house counsel for the Company) addressed to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability each of the documentation referred to in clause (a)), all in form, content and scope reasonably holders of the Notes satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))Required Holders, to the extent effect that the items described in Section 4.03(f) are not Subsidiary Guaranty by such Person has been duly authorized, executed and delivered on and that the American Railcar Acquisition Closing Date with respect to Subsidiary Guaranty constitutes the Target Subsidiarieslegal, the delivery valid and binding contract and agreement of such items will not Person enforceable in accordance with its terms, except as an enforcement of such terms may be conditions to limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the availability enforcement of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. Notify Within thirty days following the Administrative formation or Acquisition (provided that nothing in this paragraph shall be deemed to authorize the Acquisition of any entity) of any Material Domestic Subsidiary or within thirty Business Days following the date any existing Domestic Subsidiary becomes a Material Domestic Subsidiary, the Company shall cause such Material Domestic Subsidiary to deliver to the Agent at a Subsidiary Guaranty or a supplement to the time that Subsidiary Guaranty, together with the following documents with respect to such Material Domestic Subsidiary, all in form and substance reasonably satisfactory to the Agent: (i) any Person becomes a certified copies of resolutions of the board of directors of such Material Domestic Subsidiary (except for Immaterial Subsidiaries) or approving the Subsidiary Guaranty; (ii) any incumbency certificates for such Material Domestic Subsidiary ceases certifying as to be an Immaterial Subsidiary, its officers who are authorized to execute and deliver the documents required hereunder; and, in each case, promptly thereafter (and in any event within 30 days), cause such Person iii) a favorable opinion of counsel with respect to (a) become a Subsidiary Guarantor by executing the due organization, good standing and delivering to the Administrative Agent a counterpart corporate power and authority of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purposeMaterial Domestic Subsidiary, and (b) 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 coverdue authorization, among other thingsexecution, the legalitydelivery, validity, binding effect and enforceability of the documentation referred as to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any such Material Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be all documents required to be delivered by them hereunder, (c) the execution and delivery of the documents required to be delivered by such Material Domestic Subsidiary hereunder not later than 30 days following the American Railcar Acquisition Closing Date conflicting with or creating a Lien under any other agreement of such Material Domestic Subsidiary, not violating any law or regulation, not requiring any consent or authorization of any Person which has not been obtained; and (or e) such later date other matters as the Administrative Agent or the Majority Lenders may agree in its sole discretion)reasonably require.

Additional Subsidiary Guarantors. Notify The Borrower shall notify the Administrative Agent at the time that of (i) any Person becomes each redesignation of an Unrestricted Subsidiary as a Domestic Restricted Subsidiary (except for Immaterial Subsidiariesin accordance with Section 5.09(c) or below and (ii) each creation or acquisition of any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and (unless such Subsidiary has been designated as an Unrestricted Subsidiary pursuant to Section 5.09(d)) promptly thereafter (and in any event within 30 daysdays thereafter), in each of the cases referred to in the foregoing clauses (i) and (ii), cause such Person Subsidiary (other than a Foreign Subsidiary) to (aA) become a Subsidiary Guarantor “Guarantor” by executing and delivering to the Administrative Agent a counterpart of supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (bB) deliver to the Administrative Agent documents a duly executed Joinder Agreement and comply with the terms of each Security Document, (C) take such action (including delivering such shares of stock and executing and delivering such UCC financing statements and account control agreements) as shall be necessary to create and perfect valid and enforceable Liens on substantially all of the types referred to in clauses personal property (iii) and (ivother than Excluded Property) of such Subsidiary as collateral security for the obligations of such Subsidiary under the Loan Documents subject to no Liens other than Liens permitted by Section 4.01(a6.02, (D) and favorable take all actions with respect to all Material Real Property owned or leased by such Subsidiary required by Section 5.10 (as if such Material Real Property had been acquired by a Subsidiary), (E) deliver to the Administrative Agent such proof of corporate action, incumbency of officers, 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 clauses (aA), (B), (C) and (D)) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date and (F) deliver to the Administrative Agent such other documents and closing certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which financial statements have been delivered pursuant to Section 8(a)(i) and any Person (other than the Lessee) qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Subsidiary” in accordance with the calculations in such financial statements, the Parent Guarantor shall provide the Administrative Agent at the time that (i) any Person becomes a Domestic with written notice thereof and shall cause each such Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (execute and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to in clauses (iii) which such Subsidiary agrees to be bound by the terms and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other thingsprovisions thereof, the legalityGuaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, validity, binding effect other organizational or constitutional documentation and enforceability of legal opinions as may be reasonably requested by the documentation referred Administrative Agent (with any such opinion so requested to be in clause (a)), all in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent but, in any case, limited to the types of matters covered in any legal opinion delivered pursuant to Article VI of the Participation Agreement). Each guarantor and each borrower under the Bank Credit Agreement that is a Domestic Subsidiary (and not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any of clauses (a) through (d) of the definition thereof) shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Operative Document, the Borrower no Excluded Subsidiary shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 be required to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any one or more Persons (ix) any Person becomes constitutes a Material Domestic Subsidiary (except for Immaterial Subsidiariesother than a Foreign Subsidiary Holdco) or (iiy) that is a Subsidiary that is not already a Guarantor hereunder Guarantees any Domestic Subsidiary ceases to be an Immaterial SubsidiaryIndebtedness under any Senior Notes Indenture or any other public or privately-placed debt securities issued by the Borrower, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person Person(s) to become Guarantor(s) hereunder and grant a first priority perfected security interest in its assets of a type constituting Collateral so that after giving effect thereto, the Net Loan Party Accounts Receivable shall constitute at least 90% of all net accounts receivable of Equinix and its Domestic Subsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts), in each case, by (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or Joinder Agreement and/or such other document documents as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver delivering to the Administrative Agent documents of the types referred to in clauses (iii), (iv) and (ivv) of Section 4.01(a) and favorable opinions of counsel to such Person Person(s) (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (a)) and (b), as applicable, and no conflict with material agreements), in all such cases of the foregoing clauses (a) and (b), in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to ; provided, however, that, so long as no Default or Event of Default has occurred and is continuing, if any such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) solely as a result of it having been acquired through an Acquisition occurring after the contrary contained herein Closing Date and does not otherwise Guarantee Indebtedness under any Senior Notes Indenture or in any other Loan Documentpublic or privately-placed debt securities issued by the Borrower, then such Person shall not be required to become a Guarantor under this Section 6.14 unless such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) at any time on or after the Borrower nine month anniversary of such Acquisition, at which time it shall promptly become a Guarantor hereunder in accordance with the preceding provisions of this Section 6.14. In addition, Equinix may, from time to time, elect to cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary GuarantorGuarantor in accordance with the preceding clauses (a) and (b) of this Section 6.14. Solely with respect Each Loan Party agrees to take all actions necessary to promptly pledge to the Target Subsidiaries (as defined in Administrative Agent for the benefit of the Secured Parties all Equity Interests owned by it of each Guarantor joined pursuant to this Section 4.03(f))6.14, to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, including without limitation the delivery of all certificates representing such items will not be conditions Equity Interests, accompanied by undated stock powers duly executed in blank, and effecting any necessary or advisable amendments to the availability of Pledge and Security Agreement and/or the Term Loan but instead shall be required Schedules thereto to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or evidence such later date as the Administrative Agent may agree in its sole discretion)pledge.

Additional Subsidiary Guarantors. Notify the Administrative Agent at of a change in circumstances and of the time that (i) creation or acquisition of any Person becomes Domestic Subsidiary, in each case to the extent resulting in a Domestic Subsidiary that is a Material Domestic Subsidiary (except for Immaterial Subsidiariesand not already a Subsidiary Guarantor) or (ii) any a Domestic Subsidiary ceases that is otherwise required to be an Immaterial Subsidiarya Subsidiary Guarantor pursuant to paragraph (a) above, and, in each case, and promptly thereafter (and in any event within 30 daysthirty (30) days after such change in circumstances or such creation or acquisition), cause such Person to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (biii) deliver to the Administrative Agent such documents of the types and certificates referred to in clauses Section 6.1(b)(i) through (iii), (c) and (g)(ii) as may be reasonably requested by the Administrative Agent, (iv) to the extent its parent entity is a Credit Party and such Capital Stock is certificated, deliver to the Administrative Agent such original certificated Capital Stock and stock or other transfer power evidencing the Capital Stock of Section 4.01(asuch Person, (v) and favorable opinions of counsel deliver to the Administrative Agent updated Schedules to the Loan Documents with respect to such Person Person, and (which shall cover, among vi) deliver to the Administrative Agent such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify The Borrower will, and will cause each of its Subsidiaries to, take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Administrative Agent at the time that Borrower are Subsidiary Guarantors (i) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each casethereby, promptly thereafter ("Obligors") hereunder and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing pledge and delivering grant to the Administrative Agent a counterpart for the benefit of the Subsidiary Guaranty or such other document as Lenders a security interest in all of its respective Property to secure its respective obligations under its respective guarantees pursuant to documentation substantially to the Administrative Agent shall deem appropriate for such purposeeffect of the Security Documents, mutatis mutandis, and (b) 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)), all in form, content and scope otherwise reasonably satisfactory to the Administrative Lenders and the Agent. Notwithstanding anything to Without limiting the contrary contained herein generality of the foregoing, in the event that the Borrower or in any other Loan Documentof its Subsidiaries shall form or acquire any new Subsidiary after the date hereof, the Borrower shall or the respective Subsidiary will cause any Domestic such new Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a "Subsidiary Guarantor. Solely with respect " (and, thereby, an "Obligor") hereunder and to pledge and grant to the Target Subsidiaries (as defined in Section 4.03(f)), Agent for the Credit Agreement benefit of the Lenders a security interest on all of its Property to secure its respective obligations under its respective guarantees pursuant to documentation substantially to the extent effect of the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect Security Documents, mutatis mutandis, and otherwise reasonably satisfactory to the Target SubsidiariesLenders and the Agent and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 7.01 hereof upon the delivery of such items will not be conditions to Restatement Effective Date or as any Lender or the availability of the Term Loan but instead Agent shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)have requested.

Additional Subsidiary Guarantors. Notify The Borrower Agent shall notify the Administrative Agent at the time that within ten (i10) Business Days after it makes an Investment in any Person Subsidiary or, within ten (10) Business Days after it creates an entity which is or becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and promptly thereafter (and in any event within 30 thirty (30) days), cause such Person (other than a Foreign Subsidiary) to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) take all such action and execute such agreements, documents and instruments, including execution and delivery of a counterpart signature page to the Security Agreement and execution and delivery of such other Security Documents, that may be necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest and Lien in any Collateral owned by such new Subsidiary (having the priority set forth in the Intercreditor Agreement) and (biii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSection 3.1(a)(8) and (iv) of Section 4.01(a) and and, if reasonably requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (a)i) and (ii) of this subsection), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein set forth herein, no Subsidiary of Holdings may guarantee (or in any other be a borrower under) the Revolving Loan DocumentFacility that does not also guarantee the Obligations (or is a Borrower hereunder); provided, that, notwithstanding the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))foregoing, to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target SubsidiariesEWGS, the delivery of such items will not be conditions to the availability of the Term Loan but instead Eddi, GSD and Sunblaster Canada shall be required permitted to be delivered not later than 30 days following a borrower under the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)Revolving Loan Facility.

Additional Subsidiary Guarantors. Notify the Administrative Agent Lender at the time that (i) any Person becomes Person, following the Closing Date, qualifies as a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial SubsidiaryGuarantor, and, in each case, and promptly thereafter (and in any event within 30 daysdays after such notification), cause (i) such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent Lender a counterpart of the Subsidiary duly executed Guaranty Agreement or supplement thereto or such other document as the Administrative Agent shall Lender will reasonably deem appropriate for such purpose, (ii) such Person to grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Person by delivering to the Lender a duly executed supplement to each Security Document or such other document as the Lender will reasonably deem appropriate for such purpose and comply with the terms of each Security Document, (biii) such Person to deliver to the Administrative Agent Lender such documents of the types and certificates referred to in clauses (iii) and Section 5.1 as may be reasonably requested by the Lender, (iv) the applicable Credit Party to deliver to the Lender Security Documents pledging 100% of Section 4.01(a) and favorable opinions the outstanding Capital Stock of counsel to such Person (which shall coverincluding, among if applicable, original stock certificates evidencing the Capital Stock of such Person, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (v) such Person to deliver to the Lender such updated Schedules to the Loan Documents as requested by the Lender with respect to such Person, and (vi) such Person to deliver to the Lender such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Lender, all in form, content content, and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)Lender.

Additional Subsidiary Guarantors. Notify The Company will cause each Subsidiary which is required by the Administrative Agent at terms of the time that Bank Credit Agreement to become a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (iconcurrently with such Subsidiary becoming a party to the Bank Credit Agreement or the execution and delivery of any such guarantee pursuant to the Bank Credit Agreement) any Person becomes a Domestic the following items: (a) in the case of the initial Subsidiary Guarantor (except for Immaterial Subsidiariesif any) or (ii) any Domestic to become so obligated, the Subsidiary ceases to be an Immaterial Subsidiary, Guaranty and, in the case of each casesubsequent Subsidiary Guarantor, promptly thereafter (and a joinder agreement in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart respect of the Subsidiary Guaranty or (or, if no Subsidiary Guaranty is in effect at such other document as the Administrative Agent shall deem appropriate for such purposetime, and then a Subsidiary Guaranty); (b) deliver a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the Administrative Agent documents effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each 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 holders of the documentation referred to in clause (a)), all in form, content and scope reasonably Notes satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))Required Holders, to the extent effect that the items described 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 Section 4.03(f) are not delivered on accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the American Railcar Acquisition Closing Date with respect enforcement of creditors’ rights generally and by general equitable principles, provided that such opinion may be limited to the Target Subsidiaries, the delivery of such items will not be conditions to the availability laws of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)State of North Carolina.

Additional Subsidiary Guarantors. Notify Promptly after the creation or acquisition of any Domestic Subsidiary or any Foreign Subsidiary that satisfies the definition of Subsidiary Guarantor (and, in any event, within thirty (30) days after such creation or acquisition; provided that the Administrative Agent at may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the time that (iconsent of the Required Lenders) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart duly executed supplement to the Guaranty and Security Agreement, a joinder to each of the Subsidiary Guaranty or Intercreditor Agreements and such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Security Document, (biii) deliver to the Administrative Agent such opinions, documents of the types and certificates referred to in clauses (iii) and Section 4.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent (or its bailee or agent pursuant to the Second Lien Intercreditor Agreement) such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of Section 4.01(asuch Person, (v) and favorable opinions of counsel deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (which shall cover, among vi) deliver to the Administrative Agent such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify If the Administrative Agent at the Company wishes, from time that to time, any of its Subsidiaries to become an Additional Subsidiary Guarantor, then it shall have such Subsidiary deliver to each holder (i) any Person becomes a Domestic an Instrument of Accession executed by such Additional Subsidiary (except for Immaterial Subsidiaries) or Guarantor, (ii) any Domestic Subsidiary ceases one or more legal opinions from independent legal advisers reasonably acceptable to Required Holders (and for the avoidance of doubt, Winston & ▇▇▇▇▇▇ LLP, as U.S. counsel, and Studio Legale ▇▇▇▇▇▇▇ Erede ▇▇▇▇▇▇▇▇▇▇, as Italian counsel, are deemed to be an Immaterial Subsidiary, andreasonably acceptable for these purposes), in each caseform and substance reasonably acceptable to Required Holders, promptly thereafter (and in any event within 30 days), cause relating to such Person to (a) become a Additional Subsidiary Guarantor by executing and delivering substantially to the Administrative Agent a counterpart same effect as those legal opinions delivered on the date of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) 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)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely Closing with respect to the Target Subsidiaries Initial Subsidiary Guarantor and (as defined in Section 4.03(f)), iii) an Officer’s Certificate for such Additional Subsidiary Guarantor substantially to the extent the items described in Section 4.03(f) are not same effect as delivered on the American Railcar Acquisition date of Closing Date for the Initial Subsidiary Guarantor in accordance with respect Section 4.3(d). If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Target SubsidiariesCompany, whereupon this Agreement shall become a binding agreement among you, the delivery Company and the Parent. Very truly yours, LUXOTTICA U.S. HOLDINGS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President of such items will not be conditions Administration & Tax LUXOTTICA GROUP S.p.A. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Special Authorized Signatory The foregoing is hereby agreed to the availability as of the Term Loan but instead shall be required date thereof. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Senior Director The foregoing is hereby agreed to be delivered not later than 30 days following as of the American Railcar Acquisition Closing Date date thereof. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: Prudential Investment Management (or such later Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Assistant Vice President By: Prudential Investment Management, Inc., as investment manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President The foregoing is hereby agreed to as of the date thereof. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President The foregoing is hereby agreed to as of the Administrative Agent may agree in its sole discretion).date thereof. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President The foregoing is hereby agreed to as of the date thereof. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President The foregoing is hereby agreed to as of the date thereof. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: AVP, Portfolio Manager The foregoing is hereby agreed to as of the date thereof. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: VP By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Investment Manager The foregoing is hereby agreed to as of the date thereof. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Assistant Secretary The foregoing is hereby agreed to as of the date thereof. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Assistant Treasurer The foregoing is hereby agreed to as of the date thereof. By: CIGNA Investments, Inc. (authorized agent) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director The foregoing is hereby agreed to as of the date thereof. By: CIGNA Investments, Inc. (authorized agent) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director The foregoing is hereby agreed to as of the date thereof. By: CIGNA Investments, Inc. (authorized agent) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director The foregoing is hereby agreed to as of the date thereof. By: CIGNA Investments, Inc. (authorized agent) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director The foregoing is hereby agreed to as of the date thereof. By: Babson Capital Management LLC as Investment Adviser By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that (i) any Person becomes one or more Persons constitutes a Material Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic other than a Foreign Subsidiary ceases to be an Immaterial SubsidiaryHoldco), and, in each case, and promptly thereafter (and in any event within 30 days), cause such Person Person(s) to become Guarantor(s) hereunder and grant a first priority perfected security interest in its assets of a type constituting Collateral so that after giving effect thereto, the Net Loan Party Accounts Receivable shall constitute at least 90% of all net accounts receivable of Equinix and its Domestic Subsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts), by (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or Joinder Agreement and/or such other document documents as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver delivering to the Administrative Agent documents of the types referred to in clauses (iii), (iv) and (ivv) of Section 4.01(a) and favorable opinions of counsel to such Person Person(s) (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (a)) and (b), as applicable, and no conflict with material agreements), in all such cases of the foregoing clauses (a) and (b), in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that, so long as no Default or Event of Default has occurred and is continuing, if any such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) solely as a result of it having been acquired through an Acquisition occurring after the Closing Date, then such Person shall not be required to become a Guarantor under this Section 6.14 unless such Person constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) at any time on or after the nine month anniversary of such Acquisition, at which time it shall promptly become a Guarantor hereunder in accordance with the preceding provisions of this Section 6.14. Notwithstanding anything In addition, Equinix may, from time to the contrary contained herein or in any other Loan Documenttime, the Borrower shall elect to cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary GuarantorGuarantor in accordance with the preceding clauses (a) and (b) of this Section 6.14. Solely with respect Each Loan Party agrees to take all actions necessary to promptly pledge to the Target Subsidiaries (as defined in Administrative Agent for the benefit of the Secured Parties all Equity Interests owned by it of each Guarantor joined pursuant to this Section 4.03(f))6.14, to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, including without limitation the delivery of all certificates representing such items will not be conditions Equity Interests, accompanied by undated stock powers duly executed in blank, and effecting any necessary or advisable amendments to the availability of Pledge and Security Agreement and/or the Term Loan but instead shall be required Schedules thereto to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or evidence such later date as the Administrative Agent may agree in its sole discretion)pledge.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that (i) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and promptly thereafter (and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purposepurpose and, in the case of a Rail Services Business Subsidiary, cause such Person to become a party to the Pledge Agreement and the Security Agreement and, to the extent required by and subject to the terms set forth the Security Agreement and the Pledge Agreement, to take other steps reasonably requested by the Administrative Agent in order to cause all the assets of such Person to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(aclause (a) of Article IV and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause ; provided that any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (Guarantor until such time as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required it ceases to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)an Immaterial Subsidiary.

Additional Subsidiary Guarantors. Notify Promptly after the creation or acquisition of any Domestic Subsidiary or any Foreign Subsidiary that satisfies the definition of Subsidiary Guarantor (and, in any event, within thirty (30) days after such creation or acquisition; provided that the Administrative Agent at may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the time that (iconsent of the Required Lenders) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart duly executed supplement to the Guaranty and Security Agreement, a joinder to each of the Subsidiary Guaranty or Intercreditor Agreements and such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of each applicable Security Document, (biii) deliver to the Administrative Agent such opinions, documents of the types and certificates referred to in clauses (iii) and Section 4.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of Section 4.01(asuch Person, (v) and favorable opinions of counsel deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (which shall cover, among vi) deliver to the Administrative Agent such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify The Borrower Agent shall notify the Administrative Agent at the time that within ten (i10) Business Days after it makes an Investment in any Person Subsidiary or, within ten (10) Business Days after it creates an entity which is or becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, and promptly thereafter (and in any event within 30 thirty (30) days), cause such Person (other than a Foreign Subsidiary) to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) take all such action and execute such agreements, documents and instruments, including execution and delivery of a counterpart signature page to the Security Agreement and execution and delivery of such other Security Documents, that may be necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest and Lien in any Collateral owned by such new Subsidiary (having the priority set forth in the Intercreditor Agreement) and (biii) deliver to the Administrative Agent documents of the types referred to in clauses (iiiSection 3. 1(a)(8) and (iv) of Section 4.01(a) and and, if reasonably requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause clauses (a)i) and (ii) of this subsection), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein set forth herein, no Subsidiary of Holdings may guarantee (or in any other be a borrower under) the Revolving Loan DocumentFacility that does not also guarantee the Obligations (or is a Borrower hereunder); provided, that, notwithstanding the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))foregoing, to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target SubsidiariesEWGS, the delivery of such items will not be conditions to the availability of the Term Loan but instead Eddi, GSD and Sunblaster Canada shall be required permitted to be delivered not later than 30 days following a borrower under the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)Revolving Loan Facility.

Additional Subsidiary Guarantors. Notify the Administrative Agent at of a change in circumstances and of the time that (i) creation or acquisition of any Person becomes Domestic Subsidiary, in each case to the extent resulting in a Domestic Subsidiary that is a Material Domestic Subsidiary (except for Immaterial Subsidiariesand not already a Subsidiary Guarantor) or (ii) any a Domestic Subsidiary ceases that is otherwise required to be an Immaterial Subsidiarya Subsidiary Guarantor pursuant to paragraph (a) above, and, in each case, and promptly thereafter (and in any event within 30 daysthirty (30) days after such change in circumstances or such creation or acquisition), cause such Person to (ai) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (biii) deliver to the Administrative Agent such documents of the types and certificates referred to in clauses Section 6.1(b)(i) through (iii), (c) and (h)(ii) as may be reasonably requested by the Administrative Agent, (iv) to the extent its parent entity is a Credit Party and such Capital Stock is certificated, deliver to the Administrative Agent such original certificated Capital Stock and stock or other transfer power evidencing the Capital Stock of Section 4.01(asuch Person, (v) and favorable opinions of counsel deliver to the Administrative Agent updated Schedules to the Loan Documents with respect to such Person Person, and (which shall cover, among vi) deliver to the Administrative Agent such other things, documents as may be reasonably requested by the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. Notify If the Administrative Agent at the Company wishes, from time that to time, any of its Subsidiaries to become an Additional Subsidiary Guarantor, then it shall have such Subsidiary deliver to each holder (i) any Person becomes a Domestic an Instrument of Accession executed by such Additional Subsidiary (except for Immaterial Subsidiaries) or Guarantor, (ii) any Domestic Subsidiary ceases one or more legal opinions from independent legal advisers reasonably acceptable to Required Holders (and for the avoidance of doubt, Winston & ▇▇▇▇▇▇ LLP, as U.S. counsel, and Studio Legale ▇▇▇▇▇▇▇ Erede ▇▇▇▇▇▇▇▇▇▇, as Italian counsel, are deemed to be an Immaterial Subsidiary, andreasonably acceptable for these purposes), in each caseform and substance reasonably acceptable to Required Holders, promptly thereafter (and in any event within 30 days), cause relating to such Person to (a) become a Additional Subsidiary Guarantor by executing and delivering substantially to the Administrative Agent a counterpart same effect as those legal opinions delivered on the date of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) 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)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely Closing with respect to the Target Subsidiaries Initial Subsidiary Guarantors and (as defined in Section 4.03(f)), iii) a certificate of a Secretary or authorized Director of such Additional Subsidiary Guarantor substantially to the extent the items described in Section 4.03(f) are not same effect as delivered on the American Railcar Acquisition date of Closing Date for the Initial Subsidiary Guarantors in accordance with respect Section 4.3(d). If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Target SubsidiariesCompany, whereupon this Agreement shall become a binding agreement among you and the Company. Very truly yours, By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Special Authorized Signatory The foregoing is hereby agreed to as of the date thereof. By: ING Investment Management LLC, as Agent By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President By: ING Investment Management LLC, as Agent By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President By: ING AM Insurance Companies B.V. By: /s/ ▇.▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Name: ▇.▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ M.C.W. VAN MEER Name: M.C.W. Van Meer Title: Authorized Signatory As used herein, the delivery of following terms have the respective meanings set forth below or set forth in the Section hereof following such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).term:

Additional Subsidiary Guarantors. Notify In the Administrative Agent at the time event that any Person (other than Immaterial Subsidiaries) (i) any Person becomes a wholly-owned (directly or indirectly) Material Domestic Subsidiary after the Closing Date pursuant to an acquisition (except for Immaterial Subsidiarieswhether of stock or assets) or merger, or as a result of the creation of such Person and a transfer to such Person of any property or assets, or (ii) any that is an existing Subsidiary (other than the Investment Subsidiary) becomes a Material Domestic Subsidiary ceases to be an Immaterial Subsidiary, andthe Parent Borrower shall promptly, if such Person as a result of such acquisition, merger, or creation and transfer conducts a substantial portion of the business of the Parent Borrower and its Subsidiaries, or otherwise within 45 days after the end of the fiscal quarter in each case, promptly thereafter (and in any event within 30 days)which such Person becomes a Material Domestic Subsidiary, cause such Person Material Domestic Subsidiary to (a) become a Subsidiary Guarantor by executing execution and delivering delivery of an assumption agreement to the Administrative Agent a counterpart Guarantee and by delivery of the Subsidiary Guaranty or such other document documentation as the Administrative Agent shall deem appropriate for may reasonably request in connection therewith, including, without limitation, certified resolutions of such purposeMaterial Domestic Subsidiary, certified organizational and (b) deliver to the Administrative Agent authorizing 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))Material Domestic Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document; provided, the Borrower shall cause any however, that no such Person which becomes a Material Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 shall be required to become a Subsidiary Guarantor. Solely with respect to Guarantor if the Target Subsidiaries (as defined incurrence of such obligation would violate any material agreement binding on such Person and in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered existence on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery date of such items will not be conditions Person becoming a Material Domestic Subsidiary or any law or regulation applicable to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion)Person.

Additional Subsidiary Guarantors. Notify Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which any Subsidiary that is not Lessee or an Excluded Subsidiary becomes a Subsidiary Borrower or guarantor under the Bank Credit Agreement, the Parent Guarantor shall provide the Administrative Agent at the time that (i) any Person becomes a Domestic with written notice thereof and shall cause each such Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (execute and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to in clauses (iii) which such Subsidiary agrees to be bound by the terms and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other thingsprovisions thereof, the legalityGuaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, validity, binding effect other organizational or constitutional documentation and enforceability of legal opinions as may be reasonably requested by the documentation referred Administrative Agent (with any such opinion so requested to be in clause (a)), all in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent but, in any case, limited to the types of matters covered in any legal opinion delivered pursuant to Article VI of the Participation Agreement). Each guarantor and each borrower under the Bank Credit Agreement that is not Lessee or an Excluded Subsidiary shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Documentforegoing, the Borrower no Excluded Subsidiary shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 be required to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f))Regeneron Pharmaceuticals, to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).Inc. Third Amended and Restated Guaranty

Additional Subsidiary Guarantors. Notify If the Administrative Agent at the Company wishes, from time that to time, any of its Subsidiaries to become an Additional Subsidiary Guarantor, then it shall have such Subsidiary deliver to each holder (i) any Person becomes a Domestic an Instrument of Accession executed by such Additional Subsidiary (except for Immaterial Subsidiaries) or Guarantor, (ii) any Domestic Subsidiary ceases one or more legal opinions from independent legal advisers reasonably acceptable to Required Holders (and for the avoidance of doubt, Winston & ▇▇▇▇▇▇ LLP, as U.S. counsel, and Studio Legale ▇▇▇▇▇▇▇ Erede ▇▇▇▇▇▇▇▇▇▇, as Italian counsel, are deemed to be an Immaterial Subsidiary, andreasonably acceptable for these purposes), in each caseform and substance reasonably acceptable to Required Holders, promptly thereafter (and in any event within 30 days), cause relating to such Person to (a) become a Additional Subsidiary Guarantor by executing and delivering substantially to the Administrative Agent a counterpart same effect as those legal opinions delivered on the date of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) 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)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely Closing with respect to the Target Subsidiaries Initial Subsidiary Guarantor and (as defined in Section 4.03(f)), iii) an Officer’s Certificate for such Additional Subsidiary Guarantor substantially to the extent the items described in Section 4.03(f) are not same effect as delivered on the American Railcar Acquisition date of Closing Date for the Initial Subsidiary Guarantor in accordance with respect Section 4.3(d). If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Target SubsidiariesCompany, whereupon this Agreement shall become a binding agreement among you, the delivery Company and the Parent. Very truly yours, LUXOTTICA U.S. HOLDINGS CORP. /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer LUXOTTICA U.S. HOLDINGS CORP. /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President of such items will not be conditions Administration & Tax LUXOTTICA GROUP S.p.A. /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Special Authorized Signatory The foregoing is hereby agreed to the availability as of the Term Loan but instead shall be required to be delivered not later than 30 days date thereof. By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: Prudential Investment Management, Inc., as investment manager By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: Prudential Investment Management, Inc., as investment manager By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President By: Prudential Investment Management, Inc., as investment manager By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President As used herein, the following terms have the American Railcar Acquisition Closing Date (respective meanings set forth below or set forth in the Section hereof following such later date as the Administrative Agent may agree in its sole discretion).term:

Additional Subsidiary Guarantors. Notify Within forty-five (45) days (or such later date as may be agreed upon by the Required Participants) after which financial statements have been delivered pursuant to Section 8(a)(i) and any Person (other than the Lessee) qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Subsidiary” in accordance with the calculations in such financial statements, the Parent Guarantor shall provide the Administrative Agent at the time that (i) any Person becomes a Domestic with written notice thereof and shall cause each such Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (execute and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred Guaranty (or a joinder thereto in the form contemplated thereby) pursuant to in clauses (iii) which such Subsidiary agrees to be bound by the terms and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other thingsprovisions thereof, the legalityGuaranty (or joinder thereto) to be accompanied by requisite organizational resolutions, validity, binding effect other organizational or constitutional documentation and enforceability of legal opinions as may be reasonably requested by the documentation referred Administrative Agent (with any such opinion so requested to be in clause (a)), all in form, content form and scope substance reasonably satisfactory to the Administrative AgentAgent but, in any case, limited to the types of matters covered in any legal opinion delivered pursuant to Article VI of the Participation Agreement). Each guarantor and each borrower under the Bank Credit Agreement that is a Domestic Subsidiary (and not (x) the Lessee or (y) an Excluded Subsidiary pursuant to any of clauses (a) through (e) of the definition thereof) shall be party to this Guaranty, subject to Section 17 hereof. Notwithstanding anything to the contrary contained herein or in any other Loan Operative Document, the Borrower no Excluded Subsidiary shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 be required to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).