Common use of Guarantors Clause in Contracts

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.

Guarantors. The Company shall Any time after the Effective Date, Borrower may cause each Domestic any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary including as a result of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness redesignation of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Securities on Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the same terms and conditions as those set forth Guarantee Agreement. In addition, if Borrower elects by notice in this Indenture (subject writing to any limitations that apply Administrative Agent to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any cause such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure released from its guarantee of the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to Permitted Liens such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the limitations set forth in this Indenturedelivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Notes Collateral Documents, the Pari Passu Intercreditor Guarantee Agreement and the ABL Intercreditor Agreementits Guarantee Obligation thereunder, including those described under Article XIV. This Section 10.16 shall not apply to any as a result of the Company’s Subsidiaries that have been properly being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. The Company shall Borrower will take such action, and will cause each of its Domestic Restricted Subsidiaries (other than Immaterial Subsidiaries) to take such action, from time to time as shall be necessary to ensure that such Domestic Subsidiaries of the Borrower are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Immaterial Subsidiary) that shall constitute a Subsidiary hereunder or any Foreign Domestic Subsidiary Holding Company shall cease to be an Immaterial Subsidiary, the Borrower and its Subsidiaries will cause such Subsidiary to: (i) become a “Guarantor” hereunder, and a “Securing Party” under the Security Agreement pursuant to a Subsidiary Joinder Agreement; (ii) cause such Domestic Subsidiary to take such action (including delivering such shares of stock, executing and delivering such UCC financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder to the extent required pursuant to the Security Agreement; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Loan Parties pursuant to Section 5.01 on the Effective Date as the Administrative Agent shall reasonably request. In addition, promptly but in no event later than 30 days following the formation or Subsidiary acquisition of a Foreign Subsidiary, unless Subsidiary (x) otherwise determined which period may be extended by the Company or Administrative Agent in its sole discretion), the Borrower will take such action, and will cause each of its Domestic Subsidiaries (yother than Immaterial Subsidiaries) to take such entity guarantees any First Lien Obligations action, from time to time as shall be necessary to ensure that 65% of the equity interests of each Foreign Subsidiary that is directly owned by the Borrower or any Public DebtDomestic Subsidiary (a “First-Tier Foreign Subsidiary”) that incurs, or guarantees, any Indebtedness shall be pledged in favor of the Company Administrative Agent (or any other Restricted Subsidiary incurred a sub-agent thereof) for the benefit of the Lenders, pursuant to Section 10.08(b)(i)the Security Agreement or such other pledge or similar agreement as the Administrative Agent shall reasonably request (and in that connection Borrower will, or any Public Debt of the Company or a Restricted and will cause such Domestic Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently comply with the execution other requirements of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiarySection).

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations Indebtedness or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the any Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.

Guarantors. The Company shall Any time after the Effective Date, Borrower may cause each Domestic any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary including as a result of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness redesignation of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment as an Unrestricted Subsidiary or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Securities on Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the same terms and conditions as those set forth Guarantee Agreement. In addition, if Borrower elects by notice in this Indenture (subject writing to any limitations that apply Administrative Agent to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any cause such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure released from its guarantee of the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to Permitted Liens such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the limitations set forth in this Indenturedelivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Notes Collateral Documents, the Pari Passu Intercreditor Guarantee Agreement and the ABL Intercreditor Agreementits Guarantee Obligation thereunder, including those described under Article XIV. This Section 10.16 shall not apply to any as a result of the Company’s Subsidiaries that have been properly being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (other than a) Within five (5) Business Days of any Foreign Subsidiary Holding Company or Subsidiary of Borrower executing and delivering a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, Guaranty of any Indebtedness of the Company Borrower or the Parent (excluding, however, (i) any Subsidiary executing such a Guaranty in connection with Indebtedness incurred in connection with the acquisition of such Subsidiary by the Borrower or the Parent or in connection with the acquisition of property by such Subsidiary, so long as such Guaranty is executed at the time such Indebtedness is incurred, (ii) any Subsidiary executing a Guaranty of Indebtedness which is based in substantial part on the value of the assets of such Subsidiary and which, in connection with such Guaranty, also provides a Mortgage, Negative Pledge or other Restricted Lien on all or substantially all of its assets to secure such Indebtedness, and (iii) any Subsidiary incurred pursuant whose Guaranty prohibits such Subsidiary from guarantying other Indebtedness of the Borrower [Borrower and Parent agreeing to Section 10.08(b)(iuse their reasonable efforts to not agree to such a prohibition]), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and Borrower shall deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment Administrative Agent each of the Securities following in form and substance satisfactory to the Administrative Agent: (a) an Accession Agreement executed by such Subsidiary and (b) the items that would have been delivered under subsections (iv) through (viii), (xiii) and (xix) of Section 6.1.(a) if such Subsidiary had been a Guarantor on the same terms Agreement Date. (b) The Borrower may request in writing that the Administrative Agent release, and conditions as those set forth upon receipt of such request the Administrative Agent shall release, a Guarantor (but not the Parent) from the Guaranty so long as: (i) such Guarantor owns no Borrowing Base Property, nor any direct or indirect equity interest in this Indenture any Subsidiary that does own a Borrowing Base Property; (subject ii) such Guarantor is not otherwise required to any limitations that apply be a party to the guarantee Guaranty under this Section; and (iii) no Default or Event of Indebtedness giving rise to the requirement to deliver Default shall then be in existence or would occur as a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution result of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiaryrelease.

Guarantors. The Company shall (a) In the event that (i) Borrower determines that certain Real Estate of a Wholly Owned Subsidiary of the Borrower or a Controlled JV Entity is to be included as an Unencumbered Property and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each Domestic Restricted such Wholly Owned Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign SubsidiaryControlled JV Entity, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incursas applicable, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the Trustee a Guaranty Agreement pursuant to which first Guarantor, then such Restricted Subsidiary shall Guarantee payment execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Subsidiary of the Securities on Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the same terms value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and conditions deliver to Agent a Joinder Agreement (and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as those set forth applicable, shall become a Guarantor hereunder. (b) Borrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, guarantees, or otherwise becomes obligated in this Indenture respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder. (c) Any Subsidiary or Controlled JV Entity subject to any limitations that apply clauses (a) or (b) above shall not be restricted by its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the guarantee Guarantors, if any, to be true and correct with respect to each such Subsidiary, or Controlled JV Entity. In connection with the delivery of Indebtedness giving rise the Guaranty or such Joinder Agreement, the Borrower shall deliver to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any Agent such Domestic Restricted Subsidiary shallorganizational agreements, substantially concurrently with resolutions, consents, opinions and other documents and instruments as the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryAgent may reasonably require.

Guarantors. The Company shall cause each Domestic Restricted If the Borrower or any Subsidiary organizes a new Subsidiary that passes the Material Subsidiary Test, if any Subsidiary subsequently passes the Material Subsidiary Test, or if any Subsidiary that is not a Guarantor (other than the Excluded Subsidiaries for the thirty (30) day period after the Effective Date) becomes an obligor in respect of the Senior Notes, the Borrower will, within thirty (30) days after the date on which such Subsidiary passed the Material Subsidiary Test or contemporaneously with becoming an obligor in respect of the Senior Notes, as applicable, cause such Subsidiary to execute, by joinder, the Guaranty; provided, that if such Subsidiary is a Foreign Subsidiary subject to a Deemed Dividend Problem, the Borrower may in lieu of causing such Subsidiary to execute the Guaranty, (a) execute (or cause the Subsidiary that is the holder of the equity interests in such Foreign Subsidiary to execute) a pledge agreement in form and substance satisfactory to the Administrative Agent, together with such supporting documentation (including authorizing resolutions and opinions of counsel) as the Administrative Agent may request in order to create a perfected, first priority security interest in the maximum percentage of equity interests in such Foreign Subsidiary allowed without causing a Deemed Dividend Problem, and (b) to the extent deemed necessary by the Required Lenders, enter into an intercreditor agreement with the Senior Noteholders and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, with respect to the pledged equity interests. Additionally, after the Effective Date, any Guarantor that does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes may be released from the Guaranty by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Guarantor’s removal, certify that such Guarantor does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, in the Administrative Agent’s reasonable determination, to establish that such Guarantor does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes. The Guarantor subject of such notice shall automatically be deemed removed from the Guaranty thirty (30) days after the Administrative Agent’s receipt of such written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Similarly, in the event that any Foreign Subsidiary, the equity interests of which have been pledged pursuant to a pledge agreement executed in accordance with the terms of this Section 6.18, subsequently fails the Material Subsidiary Holding Company Test and is not an obligor in respect of the Senior Notes, such Foreign Subsidiary may be released from the applicable pledge agreement by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Foreign Subsidiary’s release, certify that such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, in the Administrative Agent’s reasonable determination, to establish that such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes. The Foreign Subsidiary subject of such notice shall automatically be deemed released from the pledge agreement thirty (30) days after the Administrative Agent’s receipt of such written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or Subsidiary requesting additional documentation necessary to substantiate such calculations or certifications. Upon any release of a Foreign Subsidiary from a pledge agreement, the Administrative Agent shall return any pledged equity interests to the Borrower (or the Subsidiary that is the holder of the equity interests in such Foreign Subsidiary, unless (x) otherwise determined to the extent such equity interests were held by the Company or (y) Administrative Agent and also release any liens filed against such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiaryequity interests.

Guarantors. The Company shall Borrower will (a) cause each Material Domestic Restricted Subsidiary to execute this Agreement as a Guarantor (other than any Foreign and from and after the Closing Date cause each Material Domestic Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee Administrative Agent, as promptly as possible, but in any event within forty-five (45) days after becoming a Guaranty Agreement Material Domestic Subsidiary of the Borrower (or, in the case of any Subsidiary acquired or created in connection with a Permitted Acquisition, within ninety (90) days after becoming a Material Domestic Subsidiary of the Borrower) (or, in either case, such longer period as the Administrative Agent may agree in its reasonable discretion), an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower’s written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified SecuritizationFunding Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified SecuritizationFunding Entities. In addition to the Subsidiaries that are required to become Guarantors pursuant to which the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary to become a Guarantor (an “Elective Guarantor”) by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such Restricted other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Elective Guarantor that has not since become a Material Domestic Subsidiary shall Guarantee payment to cease being a Guarantor at any time by notice to the Administrative Agent. As of the Securities on Closing Date, Lon Inc. and Lon Operations LLC have been added as Elective Guarantors. Such entities shall not be subject to the same terms and conditions as those release provision in the final sentence of the prior paragraph, but shall be subject to the release/reinstatement provisions applicable to Material Domestic Subsidiaries set forth above and the release provisions in this Indenture Section 9.1(d) (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to extent not inconsistent with this Section 10.16sentence). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.

Guarantors. The Company shall Any time after the Effective Date, Borrower may cause each Domestic any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary including as a result of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness redesignation of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Securities on Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the same terms and conditions as those set forth Guarantee Agreement. In addition, if ▇▇▇▇▇▇▇▇ elects by notice in this Indenture (subject writing to any limitations that apply Administrative Agent to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any cause such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure released from its guarantee of the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to Permitted Liens such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the limitations set forth in this Indenturedelivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Notes Collateral Documents, the Pari Passu Intercreditor Guarantee Agreement and the ABL Intercreditor Agreementits Guarantee Obligation thereunder, including those described under Article XIV. This Section 10.16 shall not apply to any as a result of the Company’s Subsidiaries that have been properly being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as ▇▇▇▇▇▇▇▇ shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. (a) The Company BorrowerParent shall cause (i) each Domestic Restricted Subsidiary of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Foreign Subsidiary Holding Company or Subsidiary Indebtedness for borrowed money in the form of a Foreign debt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to as “Threshold Indebtedness”), that is Guaranteed by theany Borrower, (ii) each of its Subsidiaries (other than an Excluded Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, Guarantees any Threshold Indebtedness of theany Borrower and (iii) on and after the Company or any other Restricted Subsidiary incurred pursuant ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date, ▇▇▇▇▇▇, in each case, to Section 10.08(b)(i), or any Public Debt of become a party to the Company or Guaranty as a Restricted Subsidiary to, Guarantor within 30 days thereafterof the date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by theany Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, execute and deliver as applicable, of theany Borrower (or such longer period of time as is acceptable to the Trustee Administrative Agent). In the event a Guaranty Agreement pursuant Subsidiary that is a Guarantor ceases to Guarantee or ceases to be the borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in the immediately preceding sentence, the BorrowerParent may provide written notice certifying to the occurrence of such event (which notice and certification may be provided in advance of the occurrence of such Restricted event) to the Administrative Agent, whereupon such Subsidiary shall Guarantee payment automatically be released from the Guaranty and shall cease to be a Guarantor immediately upon the occurrence of such event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of this Section 5.08. Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall have any liability or obligation under or in connection with the Guaranty to the extent that such liability or obligation would constitute unlawful financial assistance under the applicable Laws of the Securities on jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the same terms and conditions as those set forth in this Indenture DCC. (subject to any limitations that apply b) Notwithstanding anything to the guarantee of Indebtedness giving rise contrary herein, ▇▇▇▇▇▇ will not be required to become a party to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company 5.08 or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to Guarantee any of the Company’s Subsidiaries that Loan Parties’ Indebtedness under the Loan Documents pursuant to this Section 5.08 until the requirements of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and the European Works Council Act (Wet op de Europese ondernemingsraden) are completed (the “Consultation Condition”). ▇▇▇▇▇▇ shall initiate the consultation process with each Relevant Works Council (as defined below) as soon as reasonably possible, and in any event prior to the occurrence of the ▇▇▇▇▇▇ Guarantee Date. For the purposes of this paragraph (b) the Parties agree as follows: (i) Satisfaction of the Consultation Condition shall: mean receipt by ▇▇▇▇▇▇ from each relevant works council (ondernemingsraad), central works council (centrale ondernemingsraad) and European works council (Europese ondernemingsraad) which is entitled to render its advice in relation to the proposed decision (voorgenomen besluit) of ▇▇▇▇▇▇ to become a party to the Guaranty or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents (the “Intended Decision”) under the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Council Act (Wet op de Europese ondernemingsraden) (each a “Relevant Works Council”) (if any) of: (A) its unconditional (or conditional, if all conditions have been properly designated as an Unrestricted Subsidiaryfulfilled) neutral or positive advice in relation thereto in observance with all requirements under applicable laws and regulations; (B) a waiver of each Relevant Works Council of its rights to render such advice in accordance with all applicable laws and regulations; or (C) a confirmation from each Relevant Works Council that it agrees that no advice is required in observance with all requirements under applicable laws and regulations. (ii) If the Relevant Works Council consultation results in a negative or otherwise adverse advice of the Relevant Works Council with respect to the Intended Decision, or is subject to commitments relating to the terms of the Intended Decision that are not reasonably acceptable to ▇▇▇▇▇▇ or the Administrative Agent, the BorrowerParent and the Administrative Agent will discuss in good faith with ▇▇▇▇▇▇ whether and to what extent the terms of the Intended Decision can be altered to accommodate the Relevant Works Council’s advice or concerns, without any binding obligation to agree on any commitments. (iii) Once the Consultation Condition has been satisfied in accordance with the above, the BorrowerParent will, upon becoming aware thereof, promptly provide the Administrative Agent with written confirmation thereof.

Guarantors. The Company shall cause each Domestic Restricted If the Borrower or any Subsidiary organizes a new Subsidiary that passes the Material Subsidiary Test, if any Subsidiary subsequently passes the Material Subsidiary Test, or if any Subsidiary that is not a Guarantor (other than any the Excluded Subsidiaries for the thirty (30) day period after the Effective Date) becomes an obligor in respect of the Senior Notes, the Borrower will, within thirty (30) days after the date on which such Subsidiary passed the Material Subsidiary Test or contemporaneously with becoming an obligor in respect of the Senior Notes, as applicable, cause such Subsidiary to execute, by joinder, the Guaranty; provided, that if such Subsidiary is a Foreign Subsidiary Holding Company subject to a Deemed Dividend Problem, the Borrower may in lieu of causing such Subsidiary to execute the Guaranty, (a) execute (or cause the Subsidiary that is the holder of the equity interests in such Foreign Subsidiary to execute) a pledge agreement in form and substance satisfactory to the Administrative Agent, together with such supporting documentation (including authorizing resolutions and opinions of counsel) as the Administrative Agent may request in order to create a perfected, first priority security interest in the maximum percentage of equity interests in such Foreign Subsidiary allowed without causing a Deemed Dividend Problem, and (b) to the extent deemed necessary by the Required Lenders, enter into an intercreditor agreement with the Senior Noteholders and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, with respect to the pledged equity interests. Additionally, after the Effective Date, any Guarantor that does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes may be released from the Guaranty by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Guarantor’s removal, certify that such Guarantor does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, in the Administrative Agent’s reasonable determination, to establish that such Guarantor does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes. The Guarantor subject of such notice shall automatically be deemed removed from the Guaranty thirty (30) days after the Administrative Agent’s receipt of such written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Similarly, in the event that any Foreign Subsidiary, unless (x) otherwise determined the equity interests of which have been pledged pursuant to a pledge agreement executed in accordance with the terms of this Section 6.18, subsequently fails the Material Subsidiary Test and is not an obligor in respect of the Senior Notes, such Foreign Subsidiary may be released from the applicable pledge agreement by the Company or Borrower providing thirty (y30) days’ written notice to the Administrative Agent, which written notice shall request such entity guarantees any First Lien Obligations or any Public Debt) Foreign Subsidiary’s release, certify that incurs, or guarantees, any Indebtedness such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Company or any Senior Notes and include calculations and other Restricted supporting information sufficient, in the Administrative Agent’s reasonable determination, to establish that such Foreign Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt does not pass the Material Subsidiary Test and is not an obligor in respect of the Company or a Restricted Senior Notes. The Foreign Subsidiary to, within 30 subject of such notice shall automatically be deemed released from the pledge agreement thirty (30) days thereafter, execute and deliver after the Administrative Agent’s receipt of such written notice unless the Administrative Agent provides written notice to the Trustee a Guaranty Agreement pursuant to which Borrower within such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations 30-day period stating that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently it disagreed with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral Borrower’s calculations or requesting additional documentation necessary to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.substantiate such

Guarantors. The Company shall Borrower will (a) cause each Material Domestic Restricted Subsidiary to execute this Agreement as a Guarantor (other than any Foreign and from and after the Effective Date cause each Material Domestic Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee Administrative Agent, as promptly as possible, but in any event within thirty (30) days after becoming a Guaranty Agreement Material Domestic Subsidiary of the Borrower (or, in the case of any Subsidiary acquired or created in connection with a Permitted Acquisition, within ninety (90) days after becoming a Material Domestic Subsidiary of the Borrower), an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a "Guarantor" under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower's written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the Subsidiaries that are required to become Guarantors pursuant to which such Restricted the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary shall Guarantee payment of the Securities on the same terms to become a Guarantor by executing and conditions as those set forth in this Indenture (subject to any limitations that apply delivering to the guarantee Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of Indebtedness giving rise counsel and such other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Subsidiary that becomes a Guarantor pursuant to the requirement preceding sentence that has not since become a Material Domestic Subsidiary to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or cease being a Guarantor at any time by notice to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryAdministrative Agent.

Guarantors. The Company shall Borrower will take such action, and will cause each of its Domestic Restricted Subsidiaries (other than Immaterial Subsidiaries) to take such action, from time to time as shall be necessary to ensure that such Domestic Subsidiaries of the Borrower are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Domestic Subsidiary (other than an Immaterial Subsidiary) that shall constitute a Subsidiary hereunder or any Foreign Domestic Subsidiary Holding Company or Subsidiary of a Foreign shall cease to be an Immaterial Subsidiary, unless (x) otherwise determined by the Company or (y) Borrower and its Subsidiaries will cause such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafterof such event: (i) become a “Guarantor” hereunder, execute and deliver to a “Securing Party” under the Trustee a Guaranty Security Agreement pursuant to which such Restricted a Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture Joinder Agreement; (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any ii) cause such Domestic Restricted Subsidiary shallto take such action (including delivering such shares of stock, executing and delivering such UCC financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder to the extent required pursuant to the Security Agreement; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Loan Parties pursuant to Section 5.01 on the Restatement Date as the Administrative Agent shall reasonably request. In addition, promptly but in no event later than 30 days following the formation or acquisition of a Foreign Subsidiary (which period may be extended by the Administrative Agent in its sole discretion), the Borrower will take such Restricted action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to take such action, from time to time as shall be necessary to ensure that 65% of the equity interests of each Foreign Subsidiary that is directly owned by the Company Borrower or any Domestic Subsidiary (a “First-Tier Foreign Subsidiary”) shall be pledged in favor of the Administrative Agent (or a Guarantor to be pledged to secure sub-agent thereof) for the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any benefit of the Company’s Subsidiaries Lenders, pursuant to the Security Agreement or such other pledge or similar agreement as the Administrative Agent shall reasonably request (and in that have been properly designated as an Unrestricted Subsidiaryconnection Borrower will, and will cause such Domestic Subsidiary to, comply with the other requirements of this Section).

Guarantors. The Company shall cause each Domestic Restricted (a) Prior to the Investment Grade Rating Date (or during any period following the Investment Grade Rating Date that the Borrower ceases to have an Investment Grade Rating), if, during any fiscal quarter, any Person is or becomes a Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) or any Foreign Excluded Subsidiary Holding Company or Immaterial Subsidiary ceases to be subject to the restriction which prevented it from becoming a Guarantor as otherwise required under this Agreement (in the case of an Excluded Subsidiary) or ceases to be an Immaterial Subsidiary (in the case of an Immaterial Subsidiary), then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.1(c) with respect to such fiscal quarter or, if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the last day of such fiscal quarter, or such longer period as the Administrative Agent may agree in its sole discretion, the Borrower shall (i) cause such Subsidiary to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. (b) On and at all times after the Investment Grade Rating Date that the Borrower maintains an Investment Grade Rating from either Rating Agency, no Subsidiary of the Borrower shall be required to become a Foreign Guarantor (and the Administrative Agent shall promptly release any Subsidiary of the Borrower from its obligations as a Guarantor hereunder and under the other Loan Documents in accordance with Section 5.11(e) below) unless any of the following conditions applies to such Subsidiary, unless : (x) otherwise determined by the Company or (yi) such entity guarantees any First Lien Obligations or any Public Debt) that incursSubsidiary Guarantees, or guaranteesotherwise becomes obligated in respect of, any Indebtedness of the Company Borrower or any other Restricted Subsidiary incurred pursuant to of the Borrower; or (ii) (A) such Subsidiary owns an Eligible Property the value of which is included in the determination of Unencumbered Pool Value or the calculation of the financial covenant in Section 10.08(b)(i)6.8 hereof and (B) such Subsidiary, or any Public Debt other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness other than Nonrecourse Indebtedness. The Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the Company or foregoing conditions applies to become a Restricted Subsidiary to, within 30 days thereafter, execute Guarantor hereunder through the execution and deliver delivery to the Trustee Administrative Agent of a Joinder Agreement and cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. Delivery of the foregoing items shall be made by the Borrower within 10 days of the applicable Subsidiary becoming subject to the condition requiring it to provide a Joinder Agreement (or Guaranty, as applicable) under this subsection (b). (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and the other items required to be delivered under the immediately preceding clauses (a) and (b), as applicable. (d) Notwithstanding anything to the contrary contained herein, if the Administrative Agent notifies the Borrower (or any Lender notifies the Administrative Agent) that a Person to be made a Guarantor does not satisfy the “know your customer” or other similar requirements of the Administrative Agent or such Lender, as the case may be, then such Person shall not become a Guarantor. (e) The Borrower may at any time request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall (without the consent of any other Lenders) release, a Guarantor from the Guaranty Agreement pursuant so long as (i) prior to which the Investment Grade Rating Date, such Restricted Subsidiary shall Guarantee payment Guarantor is not the OP Guarantor, (ii) such Guarantor is not required to be a party to the Guaranty Agreement under either of the Securities on immediately preceding subsections (a) or (b), in each case, because of events or transactions not otherwise prohibited under any of the same terms Loan Documents, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Article VI, (vi) all representations and conditions as those warranties of each Loan Party set forth in this Indenture the Loan Documents shall be true and correct in all material respects (subject to any limitations other than those representations and warranties that apply are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such release and with the same force and effect as if made on and as of such date (except to the guarantee extent such representations and warranties were made as of Indebtedness giving rise an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date), and (v) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the requirement Administrative Agent) prior to deliver a Guaranty Agreement pursuant to this Section 10.16)the requested date of release. Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned Delivery by the Company or Borrower to the Administrative Agent of any such request shall constitute a Guarantor to be pledged to secure representation by the Securities and Borrower that the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations matters set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any preceding sentence (both as of the Companydate of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent agrees to furnish to the Borrower, upon B▇▇▇▇▇▇▇’s Subsidiaries that have been properly designated written request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as an Unrestricted Subsidiarymay be reasonably requested by the Borrower.

Guarantors. (a) The Company Borrower shall use commercially reasonable efforts to cause all Existing Revolver Guarantors that are not already Loan Guarantors to become additional Loan Guarantors on or prior to the Closing Date, by executing and delivering to the Agent a Joinder Agreement. (b) Within ten (10) Business Days following the Closing Date (subject to such extensions as may be agreed by the Administrative Agent (acting reasonably) in its sole discretion), the Borrower shall cause all Existing Revolver Guarantors that are not already Loan Guarantors to become additional Loan Guarantors by executing and delivering to the Agent a Joinder Agreement. (c) Following the Closing Date, if, at any time, the aggregate revenue or assets (on a non-consolidated basis) of the Borrower and those Subsidiaries that are then Loan Guarantors are less than the Aggregate Revenue Threshold, and at any time as so elected by the Borrower in its sole discretion, the Borrower shall cause one or more other Domestic Subsidiaries to become additional Loan Guarantors in accordance with this Section 6.20, within thirty (30) days (which date may be extended by the Agent in its reasonable discretion) after such revenues or assets become less than the Aggregate Revenue Threshold so that after including the revenue and assets of any such additional Loan Guarantors, the aggregate revenue and assets (on a non-consolidated basis) of the Borrower and all such Loan Guarantors would equal or exceed the Aggregate Revenue Threshold (or, if at the election of the Borrower, within any timeframe selected by the Borrower). The Borrower shall cause each such Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of required to become a Foreign Subsidiary, unless (x) otherwise determined Loan Guarantor as provided in the immediately preceding sentence to become a Loan Guarantor by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute executing and deliver delivering to the Trustee Agent a Guaranty Joinder Agreement. (d) Notwithstanding anything to the contrary, at any time following the Closing Date, the Borrower shall cause all Loan Guarantors (as defined in the Existing A&R Credit Agreement) to become additional Loan Guarantors hereunder (to the extent not already a Guarantor hereunder) by executing and delivering to the Agent a Joinder Agreement within the timescale set out in paragraph (b) above. (e) Prior to or concurrently with the delivery of an executed Joinder Agreement pursuant to which clauses (a), (b), (c) or (d) above, the Agent shall have received organizational documents, good standing certificates, resolutions and favorable opinions of counsel with respect to such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms additional Loan Guarantors, all in form, content and conditions as those set forth in this Indenture (subject to any limitations that apply scope reasonably satisfactory to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryAgent.

Guarantors. (a) The Company shall will cause any Subsidiary which becomes obligated for, or otherwise guarantees, Indebtedness in respect of the Credit Agreement, to deliver to each Domestic Restricted of the holders of the Notes (concurrently with the incurrence of any such obligation) the following items: (i) a duly executed ▇▇▇▇▇▇▇ to the Subsidiary Guaranty in the form attached as Exhibit 9.9; (other than ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Section 5 which the Guarantors provided at Closing with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; 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) The holders of the Notes agree to discharge and release any Foreign Guarantor from the Subsidiary Holding Guaranty upon the written request of the Company, provided that (i) such Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Credit Agreement and the Company or Subsidiary so certifies to the holders of the Notes in a certificate of a Foreign SubsidiaryResponsible Officer, unless (xii) otherwise determined by 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 (yiii) such entity guarantees if any First Lien Obligations fee or other form of consideration (including but not limited to the granting of a security interest in collateral) is given to any Public Debt) that incurs, or guarantees, any holder of Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i)for the purpose of such release, or any Public Debt holders of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary Notes shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiaryreceive equivalent consideration.

Guarantors. The Company shall Any time after the Effective Date, Borrower may cause each Domestic any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary including as a result of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness redesignation of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Securities on Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the same terms and conditions as those set forth Guarantee Agreement. In addition, if Borrower elects by notice in this Indenture (subject writing to any limitations that apply Administrative Agent to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any cause such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure released from its guarantee of the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to Permitted Liens such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the limitations set forth in this Indenturedelivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Notes Collateral Documents, the Pari Passu Intercreditor Guarantee Agreement and the ABL Intercreditor Agreementits Guarantee Obligation thereunder, including those described under Article XIV. This Section 10.16 shall not apply to any as a result of the Company’s Subsidiaries that have been properly being designated as an Unrestricted Subsidiary., unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as ▇▇▇▇▇▇▇▇ shall reasonably request to evidence the release contemplated by this Section 6.10. SECTION 7 NEGATIVE COVENANTS SoSubject to Section 4.05, so long as any Obligations remain unpaid, or any portion of the Revolving Commitments remains outstanding:

Guarantors. (a) The Company Borrower shall cause (i) each Domestic Restricted Subsidiary of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Foreign Subsidiary Holding Company or Subsidiary Indebtedness for borrowed money in the form of a Foreign Subsidiarydebt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to as “Threshold Indebtedness”), unless (x) otherwise determined that is Guaranteed by the Company or Borrower, (yii) such entity guarantees any First Lien Obligations or any Public Debteach of its Subsidiaries (other than an Excluded Subsidiary) that incurs, or guarantees, Guarantees any Threshold Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant Borrower and (iii) on and after the J▇▇▇▇▇ Guarantee Date, J▇▇▇▇▇, in each case, to Section 10.08(b)(i), or any Public Debt of become a party to the Company or Guaranty as a Restricted Subsidiary to, Guarantor within 30 days thereafterof the date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by the Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, execute and deliver as applicable, of the Borrower (or such longer period of time as is acceptable to the Trustee Administrative Agent). In the event a Guaranty Agreement pursuant Subsidiary that is a Guarantor ceases to Guarantee or ceases to be the borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in the immediately preceding sentence, the Borrower may provide written notice certifying to the occurrence of such event (which notice and certification may be provided in advance of the occurrence of such Restricted event) to the Administrative Agent, whereupon such Subsidiary shall Guarantee payment automatically be released from the Guaranty and shall cease to be a Guarantor immediately upon the occurrence of such event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of this Section 5.08. Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall have any liability or obligation under or in connection with the Guaranty to the extent that such liability or obligation would constitute unlawful financial assistance under the applicable Laws of the Securities on jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the same terms and conditions as those set forth in this Indenture DCC. (subject to any limitations that apply b) Notwithstanding anything to the guarantee of Indebtedness giving rise contrary herein, J▇▇▇▇▇ will not be required to become a party to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company 5.08 or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to Guarantee any of the Company’s Subsidiaries that Loan Parties’ Indebtedness under the Loan Documents pursuant to this Section 5.08 until the requirements of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and the European Works Council Act (Wet op de Europese ondernemingsraden) are completed (the “Consultation Condition”). J▇▇▇▇▇ shall initiate the consultation process with each Relevant Works Council (as defined below) as soon as reasonably possible, and in any event prior to the occurrence of the J▇▇▇▇▇ Guarantee Date. For the purposes of this paragraph (b) the Parties agree as follows: (i) Satisfaction of the Consultation Condition shall: mean receipt by J▇▇▇▇▇ from each relevant works council (ondernemingsraad), central works council (centrale ondernemingsraad) and European works council (Europese ondernemingsraad) which is entitled to render its advice in relation to the proposed decision (voorgenomen besluit) of J▇▇▇▇▇ to become a party to the Guaranty or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents (the “Intended Decision”) under the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Council Act (Wet op de Europese ondernemingsraden) (each a “Relevant Works Council”) (if any) of: (A) its unconditional (or conditional, if all conditions have been properly designated as an Unrestricted Subsidiaryfulfilled) neutral or positive advice in relation thereto in observance with all requirements under applicable laws and regulations; (B) a waiver of each Relevant Works Council of its rights to render such advice in accordance with all applicable laws and regulations; or (C) a confirmation from each Relevant Works Council that it agrees that no advice is required in observance with all requirements under applicable laws and regulations. (ii) If the Relevant Works Council consultation results in a negative or otherwise adverse advice of the Relevant Works Council with respect to the Intended Decision, or is subject to commitments relating to the terms of the Intended Decision that are not reasonably acceptable to J▇▇▇▇▇ or the Administrative Agent, the Borrower and the Administrative Agent will discuss in good faith with J▇▇▇▇▇ whether and to what extent the terms of the Intended Decision can be altered to accommodate the Relevant Works Council's advice or concerns, without any binding obligation to agree on any commitments. (iii) Once the Consultation Condition has been satisfied in accordance with the above, the Borrower will, upon becoming aware thereof, promptly provide the Administrative Agent with written confirmation thereof.

Guarantors. The Company shall Borrower will (a) cause each Material Domestic Restricted Subsidiary to execute this Agreement as a Guarantor (other than any Foreign and from and after the Effective Date cause each Material Domestic Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee Administrative Agent, as promptly as possible, but in any event within thirty (30) days after becoming a Guaranty Agreement Material Domestic Subsidiary of the Borrower, an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower’s written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re-execute the Guarantor Supplement and re-deliver such corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.23 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Subsidiaries and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Subsidiaries. In addition to the Subsidiaries that are required to become Guarantors pursuant to which such Restricted the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary shall Guarantee payment of the Securities on the same terms to become a Guarantor by executing and conditions as those set forth in this Indenture (subject to any limitations that apply delivering to the guarantee Administrative Agent an executed Guarantor Supplement, together with corporate resolutions, opinions of Indebtedness giving rise counsel and such other corporate documentation as the Administrative Agent may reasonably request. The Borrower may cause any Subsidiary that becomes a Guarantor pursuant to the requirement preceding sentence that has not since become a Material Domestic Subsidiary to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or cease being a Guarantor at any time by notice to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryAdministrative Agent.

Guarantors. (a) The Company Parent shall cause (i) each Domestic Restricted Subsidiary of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Foreign Subsidiary Holding Company or Subsidiary Indebtedness for borrowed money in the form of a Foreign debt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to as “Threshold Indebtedness”), that is Guaranteed by any Borrower, (ii) each of its Subsidiaries (other than an Excluded Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, Guarantees any Threshold Indebtedness of any Borrower and (iii) on and after the Company or any other Restricted Subsidiary incurred pursuant ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date, ▇▇▇▇▇▇, in each case, to Section 10.08(b)(i), or any Public Debt of become a party to the Company or Guaranty as a Restricted Subsidiary to, Guarantor within 30 days thereafterof the date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by any Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, execute and deliver as applicable, of any Borrower (or such longer period of time as is acceptable to the Trustee Administrative Agent). In the event a Guaranty Agreement pursuant Subsidiary that is a Guarantor ceases to Guarantee or ceases to be the borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in the immediately preceding sentence, the Parent may provide written notice certifying to the occurrence of such event (which notice and certification may be provided in advance of the occurrence of such Restricted event) to the Administrative Agent, whereupon such Subsidiary shall Guarantee payment automatically be released from the Guaranty and shall cease to be a Guarantor immediately upon the occurrence of such event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of this Section 5.08. Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall have any liability or obligation under or in connection with the Guaranty to the extent that such liability or obligation would constitute unlawful financial assistance under the applicable Laws of the Securities on jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the same terms and conditions as those set forth in this Indenture DCC. (subject to any limitations that apply b) Notwithstanding anything to the guarantee of Indebtedness giving rise contrary herein, ▇▇▇▇▇▇ will not be required to become a party to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company 5.08 or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to Guarantee any of the Company’s Subsidiaries that Loan Parties’ Indebtedness under the Loan Documents pursuant to this Section 5.08 until the requirements of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and the European Works Council Act (Wet op de Europese ondernemingsraden) are completed (the “Consultation Condition”). ▇▇▇▇▇▇ shall initiate the consultation process with each Relevant Works Council (as defined below) as soon as reasonably possible, and in any event prior to the occurrence of the ▇▇▇▇▇▇ Guarantee Date. For the purposes of this paragraph (b) the Parties agree as follows: (i) Satisfaction of the Consultation Condition shall: (ii) mean receipt by ▇▇▇▇▇▇ from each relevant works council (ondernemingsraad), central works council (centrale ondernemingsraad) and European works council (Europese ondernemingsraad) which is entitled to render its advice in relation to the proposed decision (voorgenomen besluit) of ▇▇▇▇▇▇ to become a party to the Guaranty or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents (the “Intended Decision”) under the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Council Act (Wet op de Europese ondernemingsraden) (each a “Relevant Works Council”) (if any) of: (A) its unconditional (or conditional, if all conditions have been properly designated as an Unrestricted Subsidiaryfulfilled) neutral or positive advice in relation thereto in observance with all requirements under applicable laws and regulations; (B) a waiver of each Relevant Works Council of its rights to render such advice in accordance with all applicable laws and regulations; or (C) a confirmation from each Relevant Works Council that it agrees that no advice is required in observance with all requirements under applicable laws and regulations. (iii) If the Relevant Works Council consultation results in a negative or otherwise adverse advice of the Relevant Works Council with respect to the Intended Decision, or is subject to commitments relating to the terms of the Intended Decision that are not reasonably acceptable to ▇▇▇▇▇▇ or the Administrative Agent, the Parent and the Administrative Agent will discuss in good faith with ▇▇▇▇▇▇ whether and to what extent the terms of the Intended Decision can be altered to accommodate the Relevant Works Council's advice or concerns, without any binding obligation to agree on any commitments. (iv) Once the Consultation Condition has been satisfied in accordance with the above, the Parent will, upon becoming aware thereof, promptly provide the Administrative Agent with written confirmation thereof.

Guarantors. The Company shall Borrower will (a) cause each Material Domestic Restricted Subsidiary to execute this Agreement as a Guarantor (other than any Foreign and from and after the Effective Date cause each Material Domestic Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee Administrative Agent, as promptly as possible, but in any event within thirty (30) days after becoming a Guaranty Agreement Material Domestic Subsidiary of the Borrower (or, in the case of any Subsidiary acquired or created in connection with a Permitted Acquisition, within ninety (90) days after becoming a Material Domestic Subsidiary of the Borrower), an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower’s written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re-execute the Guarantor Supplement and re-deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the Subsidiaries that are required to become Guarantors pursuant to which the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary to become a Guarantor (an “Elective Guarantor”) by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such Restricted other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Subsidiary that becomes aElective Guarantor pursuant to the preceding sentence that has not since become a Material Domestic Subsidiary to cease being a Guarantor at any time by notice to the Administrative Agent. In connection with the Seventh Amendment, Lon Inc. and Lon Operations LLC have been added as Elective Guarantors. Such entities shall Guarantee payment not be subject to the release provision in the final sentence of the Securities on prior paragraph, but shall be subject to the same terms and conditions as those release/reinstatement provisions applicable to Material Domestic Subsidiaries set forth above and the release provisions in Section 9.1(d) (to the extent not inconsistent with this Indenture sentence). The Borrower agrees that, if the LoyaltyOne Divestiture is no longer contemplated or anticipated to occur (as determined by the Borrower in good faith), the Borrower will cause Spinco to become an Elective Guarantor within 30 days of such determination. If Spinco becomes a Guarantor, Spinco shall not be subject to any limitations that apply the release provision in the final sentence of the prior paragraph, but shall be subject to the guarantee of Indebtedness giving rise release/reinstatement provisions applicable to Material Domestic Subsidiaries set forth above and the release provisions in Section 9.1(d) (to the requirement to deliver a Guaranty Agreement pursuant to extent not inconsistent with this Section 10.16sentence). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.

Guarantors. The Company shall Borrower will, and will cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company an Excluded Subsidiary) created, acquired or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by existing on or after the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company Closing Date or any other Restricted Subsidiary incurred pursuant which is otherwise required to Section 10.08(b)(ibecome a guarantor under the Subordinated Indenture (as such term is defined in the FIL Credit Agreement), or any Public Debt of the Company or to become a Restricted Guarantor immediately and shall cause such Subsidiary to, within 30 days thereafter, to execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment Agent for the benefit of the Securities on Agent and the same terms Banks (a) a Guarantee and conditions (b) further Security Documents or other instruments and documents as those set forth the Agent may reasonably require in this Indenture (subject order to any limitations that apply grant to the guarantee of Indebtedness giving rise Agent a first priority perfected security interest in such Subsidiary's assets, together with legal opinions in form and substance satisfactory to the requirement Agent to deliver a Guaranty Agreement pursuant be delivered to this Section 10.16). Any such Domestic Restricted Subsidiary shallthe Agent and the Banks opining as to the authorization, substantially concurrently with the execution validity and enforceability of such Guaranty Agreementand Security Documents and (as to the applicable Security Documents) the perfection of such security interests; provided, pledge all however, to the extent any Subsidiary is not permitted by applicable law or is otherwise impracticable to become a Guarantor hereunder and/or grant to the Agent a security interest in such Subsidiary's assets, such Subsidiary shall not be required to execute and deliver such Guarantee or other Security Documents, as the case may be, and shall be considered an Excluded Subsidiary hereunder; and provided, further, to the extent the Borrower or any of its existing Subsidiaries forms a Subsidiary for the purpose of consummating a Permitted Acquisition (as such term is defined in the FIL Credit Agreement), to the extent such Subsidiary would otherwise be required to become a Guarantor hereunder, such Subsidiary shall not be required to become a Guarantor hereunder or execute and future assets constituting Collateral deliver any Security Documents hereunder until the earlier to secure its Guarantee, and occur of (a) the Company shall cause all consummation of the Capital Stock Permitted Acquisition or (b) such Subsidiary has assets valued at more than $100,000 in the aggregate, provided until such Restricted Subsidiary owned by the Company becomes a Guarantor or a Guarantor Borrower hereunder, neither the Borrower nor any Subsidiary shall be permitted to be pledged make any Investments in excess of $100,000 in the aggregate or Distributions to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted such Subsidiary.

Guarantors. The Company shall cause each Domestic Restricted (a) At all times during which neither the Parent has Investment Grade Ratings nor the Borrower has Investment Grade Ratings, within 10 Business Days after a Property or any other asset that is owned by a Wholly Owned Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary) that is not already a Guarantor is first included in the calculation of Unencumbered Asset Value, unless the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (xi) otherwise determined an Accession Agreement executed by the Company Subsidiary that owns such Property or other asset and (yii) the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary had been a Guarantor on the Agreement Date, with each reference to “Agreement Date” in such subsections deemed to be a reference to the date the Accession Agreement referenced in the immediately preceding clause (i) is delivered to the Administrative Agent. (b) At all times during which either the Parent has an Investment Grade Ratings or the Borrower has Investment Grade Ratings, within 10 Business Days following the date on which any of the following conditions first applies to any Subsidiary that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement, and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary had been a Guarantor on the Agreement Date, with each reference to “Agreement Date” in such subsections deemed to be a reference to the date the Accession Agreement referenced in the immediately preceding clause (i) is delivered to the Administrative Agent: (A) such entity guarantees any First Lien Obligations or any Public Debt) that incursSubsidiary Guarantees, or guaranteesotherwise becomes obligated in respect of, any Indebtedness of the Company Parent, the Borrower or any Subsidiary of the Borrower; or (B) such Subsidiary (A) owns any asset the value of which is included in the determination of Unencumbered Asset Value and (B) has incurred, acquired or suffered to exist any Recourse Indebtedness. (c) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor (other Restricted Subsidiary incurred pursuant than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to Section 10.08(b)(ibe a party to the Guaranty under the immediately preceding subsections (a) or (b), as applicable; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any Public Debt of the Company covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a Restricted Subsidiary toparty, within 30 days thereaftershall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, execute in which case such representation or warranty shall be true and deliver correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the Trustee extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a Guaranty Agreement pursuant representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (iv) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to which the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such Restricted Subsidiary request shall Guarantee payment of constitute a representation by the Securities on Borrower that the same terms and conditions as those matters set forth in this Indenture the preceding sentence (subject to any limitations that apply to both as of the guarantee date of Indebtedness the giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing request and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all as of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any date of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiaryeffectiveness of such request) are true and correct with respect to such request.

Guarantors. The Company shall Borrower will (a) cause each Material Domestic Restricted Subsidiary to execute this Agreement as a Guarantor (other than any Foreign and from and after the Effective Date cause each Material Domestic Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee Administrative Agent, as promptly as possible, but in any event within thirty (30) days after becoming a Guaranty Agreement Material Domestic Subsidiary of the Borrower, an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower’s written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re-execute the Guarantor Supplement and re-deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the Subsidiaries that are required to become Guarantors pursuant to which such Restricted the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary shall Guarantee payment of the Securities on the same terms to become a Guarantor by executing and conditions as those set forth in this Indenture (subject to any limitations that apply delivering to the guarantee Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of Indebtedness giving rise counsel and such other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Subsidiary that becomes a Guarantor pursuant to the requirement preceding sentence that has not since become a Material Domestic Subsidiary to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or cease being a Guarantor at any time by notice to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryAdministrative Agent.

Guarantors. The Company shall Each Obligor will, and will cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiaryits Subsidiaries to, unless (x) otherwise determined by take such action from time to time as shall be necessary to ensure that all United States domestic Subsidiaries of such Obligor are “Guarantors” hereunder. Without limiting the Company or (y) such entity guarantees any First Lien Obligations generality of the foregoing, in the event that an Obligor or any Public Debt) of its Subsidiaries shall form or acquire any new United States domestic Subsidiary that incursshall constitute a Subsidiary hereunder, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted such Obligor will cause such new domestic Subsidiary to, within 30 days thereafter(or such longer period as the Administrative Agent, in its sole discretion, may designate) after such formation or acquisition: (i) become a “Guarantor” hereunder pursuant to a Guarantee Assumption Agreement, and execute and deliver joinders to the Trustee Security Agreement and other Security Documents thereby granting the Administrative Agent a Guaranty Agreement pursuant first priority lien on all of such Guarantor’s assets (other than Equity Interests in any foreign Subsidiary of such Guarantor, which shall be governed by Section 7.10(b)) as collateral security for the Guaranteed Obligations, in form and substance reasonably satisfactory to which the Administrative Agent; (ii) cause such Restricted new United States domestic Subsidiary shall Guarantee payment to take such action (including delivering such certificates evidencing such Equity Interests, executing and delivering such UCC financing statements and, if the fair market value of the Securities on the same terms and conditions as those set forth in this Indenture (such real property is equal to or greater than $1,000,000, subject to any limitations that apply the following proviso, executing and delivering mortgages or deeds of trust covering the real property and fixtures owned or leased by such Subsidiary) as shall be necessary to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, create and perfect valid and enforceable first-priority Liens on substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in property of such Restricted new Subsidiary owned by as collateral security for the Company or a Guarantor to be pledged to secure obligations of such new Subsidiary under the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien ObligationsFinancing Documents; provided, subject to Permitted Liens and the limitations set forth in that this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 clause (ii) shall not apply to any real property of such new Subsidiary acquired pursuant to an Acquisition permitted under Section 8.08(b) if (A) such real property is encumbered by an existing mortgage that is not refinanced by Middlesex, (B) such existing mortgage lender’s security interest is restricted to only the Companyreal property of such new Subsidiary and does not, in the Majority Lenders’ judgment, conflict with the Administrative Agent’s Subsidiaries that Liens granted under the Financing Documents and (C) the Borrower delivers such Collateral Access Agreements and other Security Documents as the Majority Lenders or Administrative Agent may reasonably request; and (iii) 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 5.01 on the Closing Date or as the Administrative Agent shall have been properly designated as an Unrestricted Subsidiaryreasonably requested, all in form and substance reasonably satisfactory to the Administrative Agent.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.1610.15). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 10.15 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.

Guarantors. The Company Borrower shall cause each Domestic Restricted Subsidiary of its Subsidiaries (other than any Foreign Subsidiary Holding Company the Excluded Subsidiaries) to guarantee pursuant to the Guaranty Agreement or Subsidiary supplement thereto (or, in the case of a Foreign Subsidiary, unless (x) otherwise determined any other guarantee agreement requested by the Company or (yAdministrative Agent) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness the Secured Obligations. In furtherance of the Company or above, the Borrower shall promptly (and in any event within 45 days thereof) (i) provide written notice to the Administrative Agent and the Lenders upon any Person becoming a Subsidiary, setting forth information in reasonable detail describing all of the assets of such Person, (ii) cause such Person to execute a supplement to the Guaranty Agreement and such other Restricted Collateral Documents as are necessary for the Borrower and its Subsidiaries to comply with Section 6.26, (iii) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of such Person and each other Pledge Subsidiary incurred to be delivered to the Administrative Agent (together with undated stock powers signed in blank, if applicable) and pledged to the Administrative Agent pursuant to Section 10.08(b)(ian appropriate pledge agreement(s) in substantially the form of the Pledge and Security Agreement (or joinder or other supplement thereto) and otherwise in form reasonably acceptable to the Administrative Agent and (iv) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent 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 above), or any Public Debt of all in form, content and scope reasonably satisfactory to the Company or a Restricted Administrative Agent. Notwithstanding the foregoing, no Foreign Subsidiary to, within 30 days thereafter, shall be required to execute and deliver to the Trustee a Guaranty Agreement pursuant (or supplement thereto) or such other guarantee agreement if such execution and delivery would cause a Deemed Dividend Problem or a Financial Assistance Problem with respect to which such Restricted Foreign Subsidiary and, in lieu thereof, the Borrower and the relevant Subsidiaries shall Guarantee payment of provide the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to pledge agreements required under this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company 6.25 or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary6.26.

Guarantors. (a) The Company Borrower shall cause (i) each Domestic Restricted Subsidiary of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Foreign Subsidiary Holding Company or Subsidiary Indebtedness for borrowed money in the form of a Foreign Subsidiarydebt security or a credit facility (other than this Agreement) with an outstanding principal amount in excess of $100,000,000 (such Indebtedness for borrowed money being herein referred to as “Threshold Indebtedness”), unless (x) otherwise determined that is Guaranteed by the Company or Borrower and, (yii) such entity guarantees any First Lien Obligations or any Public Debteach of its Subsidiaries (other than an Excluded Subsidiary) that incurs, or guarantees, Guarantees any Threshold Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant Borrower and (iii) on and after the J▇▇▇▇▇ Guarantee Date, J▇▇▇▇▇, in each case, to Section 10.08(b)(i), or any Public Debt of become a party to the Company or Guaranty as a Restricted Subsidiary to, Guarantor within 30 days thereafterof the date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by the Borrower or Guarantees Threshold Indebtedness of theor Applicable Pari Indebtedness, execute and deliver as applicable, of the Borrower (or such longer period of time as is acceptable to the Trustee Administrative Agent). In the event a Guaranty Agreement pursuant Subsidiary that is a Guarantor ceases to Guarantee or ceases to be the borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in the immediately preceding sentence, the Borrower may provide written notice certifying to the occurrence of such event (which notice and certification may be provided in advance of the occurrence of such Restricted event) to the Administrative Agent, whereupon such Subsidiary shall Guarantee payment automatically be released from the Guaranty and shall cease to be a Guarantor immediately upon the occurrence of such event. The Lenders hereby authorize the Administrative Agent to enter into any amendments, supplements or termination or release confirmations to effect the provisions of this Section 5.08. Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall have any liability or obligation under or in connection with the Guaranty to the extent that such liability or obligation would constitute unlawful financial assistance under the applicable Laws of the Securities on jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the same terms and conditions as those set forth in this Indenture DCC. (subject to any limitations that apply b) Notwithstanding anything to the guarantee of Indebtedness giving rise contrary herein, J▇▇▇▇▇ will not be required to become a party to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company 5.08 or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to Guarantee any of the Company’s Subsidiaries that Loan Parties’ Indebtedness under the Loan Documents pursuant to this Section 5.08 until the requirements of the Dutch Works Councils Act (Wet op de Ondernemingsraden) and the European Works Council Act (Wet op de Europese ondernemingsraden) are completed (the “Consultation Condition”). J▇▇▇▇▇ shall initiate the consultation process with each Relevant Works Council (as defined below) as soon as reasonably possible, and in any event prior to the occurrence of the J▇▇▇▇▇ Guarantee Date. For the purposes of this paragraph (b) the Parties agree as follows: (i) Satisfaction of the Consultation Condition shall mean receipt by J▇▇▇▇▇ from each relevant works council (ondernemingsraad), central works council (centrale ondernemingsraad) and European works council (Europese ondernemingsraad) which is entitled to render its advice in relation to the proposed decision (voorgenomen besluit) of J▇▇▇▇▇ to become a party to the Guaranty or Guarantee any of the Loan Parties’ Indebtedness under the Loan Documents (the “Intended Decision”) under the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Council Act (Wet op de Europese ondernemingsraden) (each a “Relevant Works Council”) (if any) of: (A) its unconditional (or conditional, if all conditions have been properly designated as an Unrestricted Subsidiaryfulfilled) neutral or positive advice in relation thereto in observance with all requirements under applicable laws and regulations; (B) a waiver of each Relevant Works Council of its rights to render such advice in accordance with all applicable laws and regulations; or (C) a confirmation from each Relevant Works Council that it agrees that no advice is required in observance with all requirements under applicable laws and regulations. (ii) If the Relevant Works Council consultation results in a negative or otherwise adverse advice of the Relevant Works Council with respect to the Intended Decision, or is subject to commitments relating to the terms of the Intended Decision that are not reasonably acceptable to J▇▇▇▇▇ or the Administrative Agent, the Borrower and the Administrative Agent will discuss in good faith with J▇▇▇▇▇ whether and to what extent the terms of the Intended Decision can be altered to accommodate the Relevant Works Council's advice or concerns, without any binding obligation to agree on any commitments. (iii) Once the Consultation Condition has been satisfied in accordance with the above, the Borrower will, upon becoming aware thereof, promptly provide the Administrative Agent with written confirmation thereof.

Guarantors. (a) The Company Borrower shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of its Subsidiaries that owns a Foreign Subsidiary, unless (x) otherwise determined Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant financial covenants contained in this Agreement to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee Administrative Agent a Subsidiary Guaranty. For any Property added to the pool of Unencumbered Properties after the date hereof (unless owned by an Exchange Fee Titleholder), Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder in the Subsidiary Guaranty, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors. If Borrower designates a Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Property, then the Subsidiary of Borrower that is master leasing such Property shall execute a joinder to the Subsidiary Guaranty Agreement pursuant to which such Restricted and shall be a Subsidiary shall Guarantee payment Guarantor during the period of time that the exchange is pending. Upon completion or termination of the Securities on reverse exchange, if Borrower desires the same terms applicable Property to remain an Unencumbered Property, Borrower, or a Subsidiary of Borrower shall acquire all of the ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Property and conditions as those set forth in this Indenture (subject to any limitations at such time the entity that apply was previously the Exchange Fee Titleholder, but has become a Subsidiary of the Borrower, or if fee title is acquired, the Subsidiary acquiring fee title will execute a joinder to the guarantee of Indebtedness giving rise to the requirement to deliver Subsidiary Guaranty and become a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its GuaranteeGuarantor, and the Company entity that had previously been master leasing such Property shall cause all be automatically released from the Subsidiary Guaranty. (b) The Subsidiary Guarantors may be released at the request of the Capital Stock Borrower once the Borrower or the Trust receives investment grade ratings from two of S&P, M▇▇▇▇’▇ or Fitch, provided that such Subsidiary Guarantors are also released from any other unsecured debt or guaranties of Indebtedness. Following such release, any Subsidiary that (x) owns any property that is an Unencumbered Property and (y) has any outstanding recourse Indebtedness shall be required to be a Subsidiary Guarantor in order for such Restricted property to be treated as an Unencumbered Property. In addition, once the Borrower or the Trust receives investment-grade ratings from two of S & P, M▇▇▇▇’▇ or Fitch, the Subsidiary or master lessee if such property is owned by the Company or a Guarantor an Exchange Fee Titleholder owning any Unencumbered Property shall no longer be required to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiarya Subsidiary Guarantor unless such entity has outstanding recourse indebtedness.

Guarantors. The Company (a) Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment Administrative Agent each of the Securities following in form (i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and (ii) with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and (B) the items that would have been delivered under subsections (v) through (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Person had been a Required Guarantor on the same terms Agreement Date; provided, however, promptly (and conditions as those set forth in this Indenture any event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to any limitations that apply to the guarantee of Indebtedness giving rise to restriction which prevented it from becoming a Guarantor on the requirement to deliver a Guaranty Effective Date or delivering an Accession Agreement pursuant to this Section 10.16). Any Section, as the case may be, such Domestic Restricted Subsidiary shall, substantially concurrently shall comply with the execution applicable provisions of this Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such Guaranty Agreementrequest the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, pledge all so long as (i) the Borrower shall certify in writing that no Default or Event of its existing and future assets constituting Collateral to secure its GuaranteeDefault shall then be in existence or would occur as a result of such release, and the Company shall cause all including without limitation, a Default or Event of Default resulting from a violation of any of the Capital Stock covenants contained in Section 10.1. (as evidenced by a Compliance Certificate showing calculation in reasonable detail of such Restricted Subsidiary owned covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Company or Borrower to the Administrative Agent of any such request shall constitute a Guarantor to be pledged to secure representation by the Securities and Borrower that the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations matters set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any preceding sentence (both as of the Company’s Subsidiaries that have been properly designated date of the giving of such request and as an Unrestricted Subsidiaryof the date of the effectiveness of such request) are true and correct with respect to such request.

Guarantors. If the Borrower or any Subsidiary organizes a new Subsidiary that passes the Material Subsidiary Test, if any Subsidiary subsequently passes the Material Subsidiary Test, or if any Subsidiary that is not a Guarantor becomes an obligor in respect of the Senior Notes, the Borrower will, within thirty (30) days after the date on which such Subsidiary passed the Material Subsidiary Test or contemporaneously with becoming an obligor in respect of the Senior Notes, as applicable, cause such Subsidiary to execute, by joinder, the Guaranty; provided, that if such Subsidiary is a Foreign Subsidiary subject to a Deemed Dividend Problem, the Borrower may in lieu of causing such Subsidiary to execute the Guaranty, (a) execute (or cause the Subsidiary that is the holder of the equity interests in such Foreign Subsidiary to execute) a pledge agreement in form and substance satisfactory to the Administrative Agent, together with such supporting documentation (including authorizing resolutions and opinions of counsel) as the Administrative Agent may request in order to create a perfected, first priority security interest in the maximum percentage of equity interests in such Foreign Subsidiary allowed without causing a Deemed Dividend Problem, and (b) to the extent deemed necessary by the Required Lenders, enter into an intercreditor agreement with the Senior Noteholders and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, with respect to the pledged equity interests. Additionally, after the Effective Date, any Guarantor that does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes may be released from the Guaranty by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Guarantor’s removal, certify that such Guarantor does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, in the Administrative Agent’s reasonable determination, to establish that such Guarantor does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes. The Company Guarantor subject of such notice shall cause each Domestic Restricted Subsidiary automatically be deemed removed from the Guaranty thirty (other than 30) days after the Administrative Agent’s receipt of such written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to substantiate such calculations or certifications. Similarly, in the event that any Foreign Subsidiary, the equity interests of which have been pledged pursuant to a pledge agreement executed in accordance with the terms of this Section 6.18, subsequently fails the Material Subsidiary Holding Company Test and is not an obligor in respect of the Senior Notes, such Foreign Subsidiary may be released from the applicable pledge agreement by the Borrower providing thirty (30) days’ written notice to the Administrative Agent, which written notice shall request such Foreign Subsidiary’s release, certify that such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, in the Administrative Agent’s reasonable determination, to establish that such Foreign Subsidiary does not pass the Material Subsidiary Test and is not an obligor in respect of the Senior Notes. The Foreign Subsidiary subject of such notice shall automatically be deemed released from the pledge agreement thirty (30) days after the Administrative Agent’s receipt of such written notice unless the Administrative Agent provides written notice to the Borrower within such 30-day period stating that it disagreed with the Borrower’s calculations or Subsidiary requesting additional documentation necessary to substantiate such calculations or certifications. Upon any release of a Foreign Subsidiary from a pledge agreement, the Administrative Agent shall return any pledged equity interests to the Borrower (or the Subsidiary that is the holder of the equity interests in such Foreign Subsidiary, unless (x) otherwise determined to the extent such equity interests were held by the Company or (y) Administrative Agent and also release any liens filed against such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiaryequity interests.

Guarantors. The Company shall a) In the event that (i) Borrower determines that certain Real Estate of a Wholly Owned Subsidiary of the Borrower or a Controlled JV Entity is to be included as an Unencumbered Property and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each Domestic Restricted such Wholly Owned Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign SubsidiaryControlled JV Entity, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incursas applicable, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the Trustee a Guaranty Agreement pursuant to which first Guarantor, then such Restricted Subsidiary shall Guarantee payment execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Subsidiary of the Securities on Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. b) Borrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, guarantees, or otherwise becomes obligated in respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder. c) Any Subsidiary or Controlled JV Entity subject to clauses (a) or (b) above shall not be restricted by its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. The Borrower shall further cause all applicable representations and warranties in the Loan Documents with respect to the Guarantors, if any, to be true and correct in all material respects with respect to each such Subsidiary, or Controlled JV Entity with the same effect as if made at and as of that time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and conditions correct only as those set forth of such specified date, and that any representation or warranty that is qualified by any materiality standard shall be required to be true and correct in this Indenture (subject to any limitations that apply all respects). In connection with the delivery of the Guaranty or such Joinder Agreement, the Borrower shall deliver to the guarantee of Indebtedness giving rise to Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted SubsidiaryAgent may reasonably require.

Guarantors. The Company (a) Subject to the provisions set forth below, the Borrower shall cause each Domestic Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant its Material Subsidiaries to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee Agent the Subsidiary Guaranty or a Guaranty Agreement joinder thereto. In the event that the Borrower shall request that a Property owned or leased by a Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 2.16, cause each Subsidiary Owner and Indirect Owner in respect thereof to execute and deliver to Agent a joinder to the Subsidiary Guaranty, 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 within the meaning of clause (b) or (c) of the definition thereof, the Borrower shall cause such Subsidiary (and, in the case of a Material Subsidiary pursuant to which clause (b) of the definition thereof, as a condition to such Restricted Subsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein) to promptly execute and deliver to Agent a joinder to the Subsidiary Guaranty, and such Subsidiary shall Guarantee payment thereby become a Subsidiary Guarantor hereunder. If the Borrower designates a Reverse 1031 Exchange Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Pool Asset, then the Subsidiary of the Securities Borrower that is master leasing such Reverse 1031 Exchange Property shall execute and deliver to Agent a joinder to the Subsidiary NAI-5000431466v13 Guaranty, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. If the Borrower designates a Property that is owned by an Exchange Property Owner to be included as an Unencumbered Pool Asset during the Marketing Period therefor, then the Exchange Depositor shall execute and deliver to Agent a joinder to the Subsidiary Guaranty and shall thereby become a Subsidiary Guarantor hereunder. For Unencumbered Pool Assets owned by an Exchange Fee Titleholder, upon completion or termination of the Reverse Exchange, if the Borrower desires the applicable Property to remain (or become) an Unencumbered Pool Asset, a Wholly Owned Subsidiary of the Borrower shall acquire all of the ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Pool Asset and at such time the entity that was previously the Exchange Fee Titleholder but has since become a Wholly Owned Subsidiary of the Borrower, or if fee title is acquired, such Subsidiary acquiring fee title, will execute and deliver to Agent a joinder to the Subsidiary Guaranty and thereby become a Subsidiary Guarantor hereunder. If, following the completion or termination of a Reverse Exchange, the requirements of the immediately preceding sentence have not been satisfied with respect to any Reverse 1031 Exchange Property, then such Reverse 1031 Exchange Property shall not constitute an Unencumbered Pool Asset unless and until such Property satisfies all requirements of this Agreement to qualify as an Unencumbered Pool Asset. Each such Subsidiary described in this Section 6.10(a) shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of any joinder to the Subsidiary Guaranty as provided for herein, the Borrower shall deliver to the Agent such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (b) In the event that the Borrower shall request that a Property owned or leased, directly or indirectly, by a Qualified Joint Venture be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 2.16 and Section 6.10(a), cause each Qualified Joint Venture Minority Owner of such Qualified Joint Venture to execute and deliver to Agent the Joint Venture Guaranty or a joinder thereto, and such Qualified Joint Venture Minority Owner shall thereby become a Joint Venture Guarantor hereunder. Each such Qualified Joint Venture Minority Owner shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Joint Venture Guarantors to be true and correct with respect to each such Qualified Joint Venture Minority Owner. In connection with the delivery of the Joint Venture Guaranty or any joinder thereto as provided for herein, the Borrower shall deliver, or cause to be delivered, to the Agent (i) to the extent requested by the Agent or any Lender, all information and documentation regarding any such new Joint Venture Guarantor that is required under the Patriot Act and similar “know your customer” requirements, and (ii) such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (c) The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Subsidiary Guarantor or a Joint Venture Guarantor from the applicable Guaranty so long as: (i) such Guarantor is not (or simultaneously upon its release as a Guarantor will not be) required to be a party to the Guaranty under the immediately preceding subsection (a) or (b), (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same terms force and conditions effect as those if made on and as of such date except to the extent that such representations and NAI-5000431466v13 warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (iv) the Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in this Indenture the preceding sentence (subject both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to any limitations that apply to such request. Notwithstanding the guarantee foregoing, the provisions of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 6.10(c) shall not apply to the REIT. (d) Notwithstanding the terms of Section 6.10(a) and Section 6.10(c), from and after any date that Agent receives written notice from the Borrower that the Borrower has obtained an Investment Grade Rating, then (i) subject to the terms of this Section 6.10(d), Material Subsidiaries pursuant to clauses (a) and (c) of the Company’s definition thereof shall no longer be required to be Guarantors under this Agreement, and (ii) Agent shall promptly release such 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 been properly designated as occurred and be continuing, and (B) no Material Subsidiary within the meaning of clause (b) of the definition thereof shall be released. If, at any time after the Borrower obtains an Unrestricted SubsidiaryInvestment Grade Rating, the Borrower no longer has and maintains an Investment Grade Rating, the Borrower shall within thirty (30) days after such occurrence cause all Material Subsidiaries to once again become Guarantors by (x) executing a joinder to the Subsidiary Guaranty (or, if a Subsidiary Guaranty is not in effect at such time, by executing and delivering a Subsidiary Guaranty), and (y) further causing to be satisfied within such thirty (30) day period all of the provisions of Section 6.10(a) that would be applicable to the addition of a new Guarantor. In no event shall the provisions of this Section 6.10(d) entitle the REIT or any Joint Venture Guarantor to be released from the Guaranty. For the avoidance of doubt, if at any time during which the Borrower has an Investment Grade Rating, the provisions of clause (b) of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall nonetheless be required to cause such Subsidiary to become a Guarantor in accordance with the provisions of Section 6.10(a) regardless of the Borrower having obtained such Investment Grade Rating.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary As promptly as possible, but in any event (other than any Foreign Subsidiary Holding Company i) within thirty (30) days (or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined such later date as may be agreed upon by the Company or (yAdministrative Agent) such entity guarantees after any First Lien Obligations or any Public Debt) Person becomes a Domestic Subsidiary that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i)is a Material Subsidiary, or any Public Debt existing Domestic Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Subsidiary pursuant to the definition thereof as a result of structural changes undertaken by the Borrower (including, without limitation, by way of merger, consolidation, combination, acquisition, or asset purchase) or (ii) within thirty (30) days after the end of the Company fiscal quarter (or such later date as may be agreed upon by the Administrative Agent) in which any existing Domestic Subsidiary qualifies independently as a Restricted Material Subsidiary toin the ordinary course of business (such as by the natural growth of earnings and income), within 30 days thereafterthe Borrower shall provide the Administrative Agent with written notice setting forth information in reasonable detail describing the material assets of such Subsidiary, execute and shall cause such Subsidiary to deliver to the Trustee Administrative Agent a joinder to the Guaranty Agreement (in the form contemplated thereby) pursuant to which such Restricted Subsidiary shall Guarantee payment of become a Guarantor and shall agree to be bound by the Securities on the same terms and conditions provisions thereof. Such joinder shall be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. At the time any Person is acquired by the Borrower or any Subsidiary thereof, or the Borrower or any Subsidiary thereof organizes a new Subsidiary, the Borrower shall determine, on a pro forma basis, whether such Person or new Subsidiary qualifies as those a Material Subsidiary and is therefore required to become a Guarantor. Subject to the grace periods set forth in this Indenture (subject to any limitations that apply to the guarantee first sentence of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such 6.22, the Borrower also shall designate Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees Subsidiaries as Material Subsidiaries and shall cause them to become Guarantors in order to comply with the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations proviso set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any definition of the Company’s Subsidiaries that have been properly designated as an Unrestricted Material Subsidiary.

Guarantors. The Company shall cause each Domestic Restricted (a) Prior to the Investment Grade Rating Date (or during any period following the Investment Grade Rating Date that the Borrower ceases to have an Investment Grade Rating), if, during any fiscal quarter, any Person is or becomes a Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) or any Foreign Excluded Subsidiary Holding Company or Immaterial Subsidiary ceases to be subject to the restriction which prevented it from becoming a Guarantor as otherwise required under this Agreement (in the case of an Excluded Subsidiary) or ceases to be an Immaterial Subsidiary (in the case of an Immaterial Subsidiary), then, not later than the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.1(c) with respect to such fiscal quarter or, if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the last day of such fiscal quarter, or such longer period as the Administrative Agent may agree in its sole discretion, the Borrower shall (i) cause such Subsidiary to become a Guarantor hereunder through the execution and delivery to the Administrative Agent of a Joinder Agreement and (ii) cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. (b) On and at all times after the Investment Grade Rating Date that the Borrower maintains an Investment Grade Rating from either Rating Agency, no Subsidiary of the Borrower shall be required to become a Foreign Guarantor (and the Administrative Agent shall promptly release any Subsidiary of the Borrower from its obligations as a Guarantor hereunder and under the other Loan Documents in accordance with Section 5.11(e) below) unless any of the following conditions applies to such Subsidiary, unless : (x) otherwise determined by the Company or (yi) such entity guarantees any First Lien Obligations or any Public Debt) that incursSubsidiary Guarantees, or guaranteesotherwise becomes obligated in respect of, any Indebtedness of the Company Borrower or any other Restricted Subsidiary incurred pursuant to of the Borrower; or (ii) (A) such Subsidiary owns an Eligible Property the value of which is included in the determination of Unencumbered Pool Value or the calculation of the financial covenant in Section 10.08(b)(i)6.8 hereof and (B) such Subsidiary, or any Public Debt other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness other than Nonrecourse Indebtedness. The Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the Company or foregoing conditions applies to become a Restricted Subsidiary to, within 30 days thereafter, execute Guarantor hereunder through the execution and deliver delivery to the Trustee Administrative Agent of a Joinder Agreement and cause such Subsidiary to deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above in a customary manner), all of which shall be reasonably satisfactory to the Administrative Agent. Delivery of the foregoing items shall be made by the Borrower within 10 days of the applicable Subsidiary becoming subject to the condition requiring it to provide a Joinder Agreement (or Guaranty, as applicable) under this subsection (b). (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and the other items required to be delivered under the immediately preceding clauses (a) and (b), as applicable. (d) Notwithstanding anything to the contrary contained herein, if the Administrative Agent notifies the Borrower (or any Lender notifies the Administrative Agent) that a Person to be made a Guarantor does not satisfy the “know your customer” or other similar requirements of the Administrative Agent or such Lender, as the case may be, then such Person shall not become a Guarantor. (e) The Borrower may at any time request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall (without the consent of any other Lenders) release, a Guarantor from the Guaranty Agreement pursuant so long as (i) prior to which the Investment Grade Rating Date, such Restricted Subsidiary shall Guarantee payment Guarantor is not the OP Guarantor, (ii) such Guarantor is not required to be a party to the Guaranty Agreement under either of the Securities on immediately preceding subsections (a) or (b), in each case, because of events or transactions not otherwise prohibited under any of the same terms Loan Documents, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Article VI, (vi) all representations and conditions as those warranties of each Loan Party set forth in this Indenture the Loan Documents shall be true and correct in all material respects (subject to any limitations other than those representations and warranties that apply are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such release and with the same force and effect as if made on and as of such date (except to the guarantee extent such representations and warranties were made as of Indebtedness giving rise an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date), and (v) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the requirement Administrative Agent) prior to deliver a Guaranty Agreement pursuant to this Section 10.16)the requested date of release. Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned Delivery by the Company or Borrower to the Administrative Agent of any such request shall constitute a Guarantor to be pledged to secure representation by the Securities and Borrower that the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations matters set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any preceding sentence (both as of the Companydate of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent agrees to furnish to the Borrower, upon Borrower’s Subsidiaries that have been properly designated written request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as an Unrestricted Subsidiarymay be reasonably requested by the Borrower.

Guarantors. The Company shall cause each Domestic Restricted Subsidiary Unrestricted Subsidiaries Section 6.01 Existing Debt Section 6.02 Existing Liens Section 6.06 Restrictive Agreements Exhibit A Form of Assignment and Assumption Exhibit B Form of Administrative Questionnaire Exhibit C Form of Interest Election Request Exhibit D Form of Note Exhibit E Form of Solvency Certificate Exhibit F Form of Compliance Certificate Exhibit G Form of Funding Notice Exhibit H Form of Issuance Notice Exhibit I Form of Intercompany Note Exhibit J Form of Joinder Agreement Exhibit K Form of Security Agreement Exhibit L Form of Tax Forms This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of May [30], 2019, among SLACK TECHNOLOGIES, INC., a Delaware corporation, as the borrower (other than any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i“Borrower”), or the GUARANTORS from time to time party hereto, the LENDERS and the ISSUING BANKS from time to time party hereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent (in such capacity, together with any Public Debt of permitted successor agent, the Company or a Restricted Subsidiary to“Administrative Agent”) and as collateral agent (in such capacity, within 30 days thereafterthe “Collateral Agent”). The Borrower has requested the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article 1), execute and deliver to make Loans to the Trustee Borrower on a Guaranty Agreement pursuant revolving credit basis on and after the date hereof and at any time and from time to which such Restricted Subsidiary shall Guarantee payment time prior to the Maturity Date. The proceeds of borrowings hereunder are to be used for the Securities on purposes described in Section 5.09. The Lenders are willing to establish the same credit facility referred to in the preceding paragraph upon the terms and subject to the conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16)herein. Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this IndentureAccordingly, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated parties hereto agree as an Unrestricted Subsidiary.follows:

Guarantors. The Company shall Any time after the Effective Date, Borrower may cause each Domestic any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary including as a result of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness redesignation of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Securities on Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the same terms and conditions as those set forth Guarantee Agreement. In addition, if Borrower elects by notice in this Indenture (subject writing to any limitations that apply Administrative Agent to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any cause such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure released from its guarantee of the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to Permitted Liens such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the limitations set forth in this Indenturedelivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Notes Collateral Documents, the Pari Passu Intercreditor Guarantee Agreement and the ABL Intercreditor Agreementits Guaranty Obligation thereunder, including those described under Article XIV. This Section 10.16 shall not apply to any as a result of the Company’s Subsidiaries that have been properly being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release contemplated by this Section 6.10.

Guarantors. The Company shall Borrower will (a) cause each Material Domestic Restricted Subsidiary to execute this Agreement as a Guarantor (other than any Foreign and from and after the Closing Date cause each Material Domestic Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee Administrative Agent, as promptly as possible, but in any event within forty-five (45) days after becoming a Guaranty Agreement Material Domestic Subsidiary of the Borrower (or, in the case of any Subsidiary acquired or created in connection with a Permitted Acquisition, within ninety (90) days after becoming a Material Domestic Subsidiary of the Borrower) (or, in either case, such longer period as the Administrative Agent may agree in its reasonable discretion), an executed Guarantor Supplement to become a Guarantor hereunder (whereupon such Subsidiary shall become a “Guarantor” under this Agreement)), and (b) deliver and cause each such Subsidiary to deliver customary resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that upon the Borrower’s written request of and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Subsidiary from its duties and obligations hereunder and under its Guarantor Supplement; provided, further, that if such Subsidiary subsequently qualifies as a Material Domestic Subsidiary, it shall be required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such other customary documentation as the Administrative Agent may reasonably request. Notwithstanding the foregoing, the provisions of this Section 5.20 shall not be applicable with respect to Insured Subsidiaries, Qualified Securitization Entities and Subsidiaries of Foreign Subsidiaries, Insured Subsidiaries and Qualified Securitization Entities. In addition to the Subsidiaries that are required to become Guarantors pursuant to which the foregoing, the Borrower may, at its sole election at any time and from time to time, cause any other Subsidiary to become a Guarantor (an “Elective Guarantor”) by executing and delivering to the Administrative Agent an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such Restricted other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Elective Guarantor that has not since become a Material Domestic Subsidiary shall Guarantee payment to cease being a Guarantor at any time by notice to the Administrative Agent. As of the Securities on Closing Date, Lon Inc. and Lon Operations LLC have been added as Elective Guarantors. Such entities shall not be subject to the same terms and conditions as those release provision in the final sentence of the prior paragraph, but shall be subject to the release/reinstatement provisions applicable to Material Domestic Subsidiaries set forth above and the release provisions in this Indenture Section 9.1(d) (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to extent not inconsistent with this Section 10.16sentence). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.

Guarantors. (a) The Company shall not cause each Domestic or permit any Subsidiary to become obligated as a guarantor under, or deliver any guaranty of, the Credit Agreement Obligations, unless such guaranty is also granted to guarantee the Obligations by execution and delivery of a Guarantor Joinder Agreement and by delivery of such other documentation as the Required Holders may reasonably request in connection therewith, including, without limitation, certified resolutions of such Subsidiary, certified organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Guarantor Joinder Agreement subject to customary assumptions and qualifications) and other items of the type required to be delivered pursuant to Section 4.3, all in form, content and scope reasonably satisfactory to the Required Holders. (b) The Company will designate any Subsidiary which is a Guarantor hereunder a Restricted Subsidiary for all purposes of this Agreement for so long as such Subsidiary is a Guarantor hereunder. (other than c) At all times during which any Foreign Subsidiary Holding Credit Agreement Obligations are outstanding, upon notice by the Company or Subsidiary to each holder of a Foreign SubsidiaryNote (which notice shall contain a certification by a Responsible Officer as to the applicable matters specified below), unless a Subsidiary shall automatically cease to be a Guarantor hereunder if such Subsidiary has been released as a borrower, guarantor or other obligor of the Credit Agreement Obligations, provided that, both immediately before and after giving effect to any such release (x) otherwise determined by the Company no Default or Event of Default shall have occurred and be continuing and (y) such entity guarantees if any First Lien Obligations fee or other form of consideration (including, but not limited to, any payment or any Public Debtincrease in pricing or any additional guaranty) that incursis given to any agent or lender under the Credit Agreement, directly or guaranteesindirectly, any Indebtedness for the purpose of such release, the holders of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i)Notes shall receive equivalent consideration (taking into account the relative principal amounts, or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute maturity and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities interest rate on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16obligations). Any such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the limitations set forth in this Indenture, the Notes Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the Company’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.

Guarantors. The Company shall Any time after the Effective Date, Borrower may cause each Domestic any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (other than any Foreign Subsidiary Holding Company or Subsidiary including as a result of a Foreign Subsidiary, unless (x) otherwise determined by the Company or (y) such entity guarantees any First Lien Obligations or any Public Debt) that incurs, or guarantees, any Indebtedness redesignation of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i), or any Public Debt of the Company or a Restricted Subsidiary to, within 30 days thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Securities on Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the same terms and conditions as those set forth Guarantee Agreement. In addition, if ▇▇▇▇▇▇▇▇ elects by notice in this Indenture (subject writing to any limitations that apply Administrative Agent to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any cause such Domestic Restricted Subsidiary shall, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company shall cause all of the Capital Stock in such Restricted Subsidiary owned by the Company or a Guarantor to be pledged to secure released from its guarantee of the Securities and the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to Permitted Liens such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the limitations set forth in this Indenturedelivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Notes Collateral Documents, the Pari Passu Intercreditor Guarantee Agreement and the ABL Intercreditor Agreementits Guaranty Obligation thereunder, including those described under Article XIV. This Section 10.16 shall not apply to any as a result of the Company’s Subsidiaries that have been properly being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as ▇▇▇▇▇▇▇▇ shall reasonably request to evidence the release contemplated by this Section 6.10.