Common use of Guarantors Clause in Contracts

Guarantors. Any time after the Effective Date, Borrower may cause 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 (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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. Any The Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to take such action, from time after to time as shall be necessary to ensure that such Domestic Subsidiaries of the Effective DateBorrower are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower may cause 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 Domestic Subsidiary shall cease to guarantee be an Immaterial Subsidiary, the Obligations 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 Borrower 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 delivering the Loan Parties pursuant to Section 5.01 on the Effective Date as the 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 (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreementreasonably request. In addition, if Borrower elects promptly but in no event later than 30 days following the formation or acquisition of a Foreign Subsidiary (which period may be extended by notice in writing to the Administrative Agent in its sole discretion), the Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to cause take such Guarantor action, from time to time as shall be released from its guarantee necessary to ensure that 65% of the Obligations, and equity interests of each Foreign Subsidiary that is directly owned by the Borrower or any Domestic Subsidiary (a Responsible Officer “First-Tier Foreign Subsidiary”) shall be pledged in favor of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee (or a sub-agent thereof) for the benefit of the Obligations shall be automatically released and Lenders, pursuant to the Security Agreement or such Guarantor shall be automatically released from its obligations under other pledge or similar agreement as the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 (and in that connection Borrower will, and will cause such Domestic Subsidiary to, comply with the release contemplated by other requirements of this Section 6.10Section).

Guarantors. Any time after the Effective Date, Borrower may cause 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 (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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. Any time after 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 Effective DateCompany or (y) such entity guarantees any First Lien Indebtedness or any Public Debt) that incurs, Borrower may cause or guarantees, any Indebtedness of its Subsidiaries the Company or any other Restricted Subsidiary incurred pursuant to guarantee Section 10.08(b)(i), or any Public Debt of 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 Company or a Restricted Subsidiary (including as to, within 30 days thereafter, execute and deliver to the Trustee a result of a redesignation of Guaranty Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as an Unrestricted Subsidiary) or ceases those set forth in this Indenture (subject to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s any limitations that apply to the guarantee of Indebtedness giving rise to the Obligations 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 be automatically released and cause all of the Capital Stock in such Guarantor shall be automatically released from its obligations under Restricted Subsidiary owned by the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Company or a Guarantor to be released from its guarantee 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, 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 Obligations, and a Responsible Officer of Borrower certifies in writing Company’s Subsidiaries that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being been properly 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. Any time after (a) In the Effective Date, event that (i) Borrower may cause any determines that certain Real Estate of its Subsidiaries to guarantee a Wholly Owned Subsidiary of 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, or a Guarantor ceases Controlled JV Entity is to be a Restricted included as an Unencumbered Property and (ii) such Wholly Owned Subsidiary (including 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 result of condition to such inclusion, cause each such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a redesignation of Joinder Agreement (and if such Restricted Wholly Owned Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunderControlled JV Entity is the first Guarantor, then such Guarantor’s guarantee Subsidiary shall 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 Obligations 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 be automatically released 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 automatically released restricted by its respective organizational documents and Applicable Law, from its obligations under serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Guarantee AgreementLoan Documents with respect to the Guarantors, if any, to be true and correct with respect to each such Subsidiary, or Controlled JV Entity. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon connection with the delivery of the Guaranty or such notice and certification Joinder Agreement, the Borrower shall deliver to Administrative the Agent such Guarantor’s guarantee of organizational agreements, resolutions, consents, opinions and other documents and instruments as 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 Agent may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 6.10require.

Guarantors. Any (a) Within five (5) Business Days of any Subsidiary of Borrower executing and delivering a Guaranty of any Indebtedness of the 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 after such Indebtedness is incurred, (ii) any Subsidiary executing a Guaranty of Indebtedness which is based in substantial part on the Effective Datevalue of the assets of such Subsidiary and which, Borrower may cause any in connection with such Guaranty, also provides a Mortgage, Negative Pledge or other Lien on all or substantially all of its Subsidiaries assets to guarantee secure such Indebtedness, and (iii) any Subsidiary whose Guaranty prohibits such Subsidiary from guarantying other Indebtedness of the Obligations of Borrower hereunder by delivering [Borrower and Parent agreeing to use their reasonable efforts to not agree to such a prohibition]), the Borrower shall deliver to the Administrative Agent an Assumption Agreement each of the following in form and substance satisfactory to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Administrative Agent: (a) an Accession Agreement and executed by such proposed Guarantor. IfSubsidiary and (b) the items that would have been delivered under subsections (iv) through (viii), at any time following (xiii) and (xix) of Section 6.1.(a) if such Subsidiary had been a Guarantor on the Effective Agreement Date. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor ceases (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 any Subsidiary that does own a Borrowing Base Property; (ii) such Guarantor is not otherwise required to be a Restricted Subsidiary party to the Guaranty under this Section; and (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryiii) 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of 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 6.10release.

Guarantors. Any time after (a) The Borrower shall cause (i) each of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Indebtedness for borrowed money in the Effective Dateform of a 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”), Borrower may cause any that is Guaranteed by the Borrower, (ii) each of its Subsidiaries (other than an Excluded Subsidiary) that Guarantees any Threshold Indebtedness of the Borrower and (iii) on and after the J▇▇▇▇▇ Guarantee Date, J▇▇▇▇▇, in each case, to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement become a party to the Guarantee AgreementGuaranty as a Guarantor within 30 days of the date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by the Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, in form set forth on Annex 1 as applicable, of the Borrower (or such longer period of time as is acceptable to the Guarantee Agreement and executed by such proposed GuarantorAdministrative Agent). If, at any time following In the Effective Date, event a Subsidiary that is a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) Guarantee or ceases to be a Subsidiarythe borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in each case as a result of a transaction not otherwise prohibited hereunderthe immediately preceding sentence, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under Borrower may provide written notice certifying to the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery occurrence of such event (which notice and certification to Administrative Agent such Guarantor’s guarantee may be provided in advance of the Obligations occurrence of such event) to the Administrative Agent, whereupon such Subsidiary 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 Guarantee Agreement Guaranty and its Guarantee Obligation thereundershall 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 jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the DCC. (b) Notwithstanding anything to the contrary herein, J▇▇▇▇▇ will not be required to become a party to the Guaranty pursuant to this Section 5.08 or Guarantee any of the 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 result party to the Guaranty or Guarantee any of being designated as an Unrestricted Subsidiarythe 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, unless if all conditions have been fulfilled) 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 Guarantor 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 simultaneously released from its guarantee 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 such Material Debt. 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 shall execute such documents as 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 shall reasonably request to evidence will, upon becoming aware thereof, promptly provide the release contemplated by this Section 6.10Administrative Agent with written confirmation thereof.

Guarantors. Any The Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to take such action, from time after to time as shall be necessary to ensure that such Domestic Subsidiaries of the Effective DateBorrower are “Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that the Borrower may cause 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 Domestic Subsidiary shall cease to guarantee be an Immaterial Subsidiary, the Obligations Borrower and its Subsidiaries will cause such Subsidiary to, within 30 days of Borrower such event: (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 delivering the Loan Parties pursuant to Section 5.01 on the Restatement Date as the 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 (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreementreasonably request. In addition, if Borrower elects promptly but in no event later than 30 days following the formation or acquisition of a Foreign Subsidiary (which period may be extended by notice in writing to the Administrative Agent in its sole discretion), the Borrower will take such action, and will cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries) to cause take such Guarantor action, from time to time as shall be released from its guarantee necessary to ensure that 65% of the Obligations, and equity interests of each Foreign Subsidiary that is directly owned by the Borrower or any Domestic Subsidiary (a Responsible Officer “First-Tier Foreign Subsidiary”) shall be pledged in favor of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee (or a sub-agent thereof) for the benefit of the Obligations shall be automatically released and Lenders, pursuant to the Security Agreement or such Guarantor shall be automatically released from its obligations under other pledge or similar agreement as the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 (and in that connection Borrower will, and will cause such Domestic Subsidiary to, comply with the release contemplated by other requirements of this Section 6.10Section).

Guarantors. Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement (a) Prior to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at Investment Grade Rating Date (or during any time period following the Effective DateInvestment Grade Rating Date that the Borrower ceases to have an Investment Grade Rating), if, during any fiscal quarter, any Person is or becomes a Guarantor Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) or any Excluded Subsidiary or Immaterial Subsidiary ceases to be subject to the restriction which prevented it from becoming a Restricted Subsidiary Guarantor as otherwise required under this Agreement (including as a result in the case of a redesignation of such Restricted Subsidiary as an Unrestricted 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 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: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary 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 6.8 hereof and (B) such Subsidiary, or any 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 foregoing conditions applies to become a Guarantor hereunder through the execution and delivery to the 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 so long as (i) prior to the Investment Grade Rating Date, such Guarantor is not the OP Guarantor, (ii) such Guarantor is not required to be a party to the Guaranty Agreement under either of the immediately preceding subsections (a) or (b), in each case as a result case, because of a transaction events or transactions not otherwise prohibited hereunder, then such Guarantor’s guarantee under any of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In additionLoan Documents, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated 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 warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that 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 an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release and with the same force and effect as if made on and as of such date (except to the extent such representations and warranties were made as of 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 execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent agrees to furnish to the Borrower, upon B▇▇▇▇▇▇▇’s written request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably request to evidence requested by the release contemplated by this Section 6.10Borrower.

Guarantors. Any time The Borrower will (a) cause each Material Domestic Subsidiary to execute this Agreement as a Guarantor (and from and after the Effective DateDate cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) days after becoming a Material Domestic Subsidiary of the Borrower may (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 any each such Subsidiary to deliver customary resolutions, opinions of its Subsidiaries to guarantee counsel, and such other customary documentation as the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement may reasonably request, all in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent; provided, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifhowever, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery Borrower’s written request of such notice and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Guarantor’s guarantee of the Obligations 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 automatically released required to re-execute the Guarantor Supplement and re-deliver such resolutions, opinions of counsel, and such Guarantor shall be automatically released from its obligations under other customary documentation as the Guarantee AgreementAdministrative 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 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 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 not be subject to the 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 Section 9.1(d) (to the extent not inconsistent with this 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 that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee within 30 days of such Material Debtdetermination. Administrative Agent If Spinco becomes a Guarantor, Spinco shall execute such documents as Borrower shall reasonably request not be subject to evidence the release contemplated by 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 Section 9.1(d) (to the extent not inconsistent with this Section 6.10sentence).

Guarantors. Any time after the Effective Date, Borrower may (a) The Company will cause any Subsidiary which becomes obligated for, or otherwise guarantees, Indebtedness in respect of its Subsidiaries the Credit Agreement, to guarantee deliver to each of the Obligations holders of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement the Notes (concurrently with the incurrence of any such obligation) the following items: (i) a duly executed ▇▇▇▇▇▇▇ to the Guarantee Agreement, Subsidiary Guaranty in the form set forth on Annex 1 attached as Exhibit 9.9; (ii) a certificate signed by an authorized Responsible Officer of such Subsidiary making representations and warranties to the Guarantee 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 Guarantor from the Subsidiary 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 executed by such proposed Guarantor. If, at any time following the Effective Date, Company so certifies to the holders of the Notes in a Guarantor ceases to be a Restricted Subsidiary (including as a result certificate of a redesignation Responsible Officer, (ii) at the time of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be release and discharge, the Company shall deliver a Subsidiary, in each case as a result certificate of a transaction not otherwise prohibited hereunder, then 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. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer to the holders of Borrower certifies in writing the Notes stating that immediately after giving effect to such release, no Default or Event of Default shall have occurred exists, and be continuing, then immediately upon (iii) if any fee or other form of consideration (including but not limited to the delivery granting of a security interest in collateral) is given to any holder of Indebtedness of the Company for the purpose of such notice and certification to Administrative Agent such Guarantor’s guarantee release, holders of the Obligations Notes 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 6.10receive equivalent consideration.

Guarantors. Any time (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 a Foreign Subsidiary) that is not already a Guarantor is first included in the Effective calculation of Unencumbered Asset Value, 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 executed by the Subsidiary that owns such Property or other asset 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. (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 Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the 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 cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to release, and upon receipt of such request 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 DateAdministrative Agent shall release, a Guarantor ceases (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a Restricted Subsidiary party to the Guaranty under the immediately preceding subsections (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiarya) or ceases to be a Subsidiary(b), in each case as a result of a transaction not otherwise prohibited hereunder, then 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. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, applicable; (ii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the 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 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 an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release with the same force and effect as if made on and as of such date except to the 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 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 execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time The Borrower will (a) cause each Material Domestic Subsidiary to execute this Agreement as a Guarantor (and from and after the Effective DateDate cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, Borrower may as promptly as possible, but in any event within thirty (30) 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 any each such Subsidiary to deliver customary resolutions, opinions of its Subsidiaries to guarantee counsel, and such other customary documentation as the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement may reasonably request, all in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent; provided, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifhowever, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery Borrower’s written request of such notice and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Guarantor’s guarantee of the Obligations 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 automatically released required to re-execute the Guarantor Supplement and re-deliver such resolutions, opinions of counsel, and such Guarantor shall be automatically released from its obligations under other customary documentation as the Guarantee AgreementAdministrative Agent may reasonably request. Notwithstanding the foregoing, no 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 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 that is a Significant Subsidiary by executing and that guarantees any Material Debt may be released from delivering to the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such documents other customary documentation as the Administrative Agent may reasonably request. The Borrower shall reasonably request may cause any Subsidiary that becomes a Guarantor pursuant to evidence the release contemplated preceding sentence that has not since become a Material Domestic Subsidiary to cease being a Guarantor at any time by this Section 6.10notice to the Administrative Agent.

Guarantors. Any time after (a) The Borrower shall cause (i) each of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Indebtedness for borrowed money in the Effective Dateform of a 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 the Borrower may cause any and, (ii) each of its Subsidiaries (other than an Excluded Subsidiary) that Guarantees any Threshold Indebtedness of the Borrower and (iii) on and after the J▇▇▇▇▇ Guarantee Date, J▇▇▇▇▇, in each case, to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement become a party to the Guarantee AgreementGuaranty as a Guarantor within 30 days of the date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by the Borrower or Guarantees Threshold Indebtedness of theor Applicable Pari Indebtedness, in form set forth on Annex 1 as applicable, of the Borrower (or such longer period of time as is acceptable to the Guarantee Agreement and executed by such proposed GuarantorAdministrative Agent). If, at any time following In the Effective Date, event a Subsidiary that is a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) Guarantee or ceases to be a Subsidiarythe borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in each case as a result of a transaction not otherwise prohibited hereunderthe immediately preceding sentence, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under Borrower may provide written notice certifying to the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery occurrence of such event (which notice and certification to Administrative Agent such Guarantor’s guarantee may be provided in advance of the Obligations occurrence of such event) to the Administrative Agent, whereupon such Subsidiary 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 Guarantee Agreement Guaranty and its Guarantee Obligation thereundershall 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 jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the DCC. (b) Notwithstanding anything to the contrary herein, J▇▇▇▇▇ will not be required to become a party to the Guaranty pursuant to this Section 5.08 or Guarantee any of the 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 result party to the Guaranty or Guarantee any of being designated as an Unrestricted Subsidiarythe 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, unless if all conditions have been fulfilled) 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 Guarantor 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 simultaneously released from its guarantee 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 such Material Debt. 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 shall execute such documents as 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 shall reasonably request to evidence will, upon becoming aware thereof, promptly provide the release contemplated by this Section 6.10Administrative Agent with written confirmation thereof.

Guarantors. Any time (a) Within fifteen (15) Business Days after the Effective Datedate of any Person becoming a Required Guarantor, the Borrower may cause any of its Subsidiaries shall deliver to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement each of the following in form (i) with respect to any owner of the Equity Interests of the Borrower, a joinder or amendment to the Guarantee AgreementParent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, in form set forth on Annex 1 and (ii) with respect to the Guarantee any such Subsidiary an Accession Agreement and executed by such proposed Guarantor. IfRequired 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 Agreement Date; provided, at however, promptly (and in any time following event within fifteen (15) Business Days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it from becoming a Guarantor on the Effective DateDate or delivering an Accession Agreement pursuant to this Section, a Guarantor ceases to be a Restricted as the case may be, such Subsidiary shall comply with the applicable provisions of this Section. (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if The Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies may request in writing that immediately after giving effect to such the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release any Guarantor that is no longer a Required Guarantor, so long as (i) the Borrower shall certify in writing that no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1. (as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee evidenced by a Compliance Certificate showing calculation in reasonable detail of such Material Debt. covenants on a pro forma basis after giving effect to such release); and (ii) the Administrative Agent shall execute have received such documents 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 Borrower to the Administrative Agent of any such request shall reasonably constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to evidence the release contemplated by this Section 6.10such request.

Guarantors. Any time The Borrower will (a) cause each Material Domestic Subsidiary to execute this Agreement as a Guarantor (and from and after the Effective DateClosing Date cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within forty-five (45) days after becoming a Material Domestic Subsidiary of the Borrower may cause (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 its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Borrower) (or, in either case, such longer period as the Administrative Agent may agree in its reasonable discretion), an Assumption Agreement 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 Guarantee AgreementAdministrative Agent; provided, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifhowever, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery Borrower’s written request of such notice and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Guarantor’s guarantee of the Obligations 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 automatically released required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such Guarantor shall be automatically released from its obligations under other customary documentation as the Guarantee AgreementAdministrative Agent may reasonably request. Notwithstanding the foregoing, no 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 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 other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Elective Guarantor that is has not since become a Significant Material Domestic Subsidiary to cease being a Guarantor at any time by notice to the Administrative Agent. As of the Closing Date, Lon Inc. and that guarantees any Material Debt may Lon Operations LLC have been added as Elective Guarantors. Such entities shall not be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 subject to evidence the release contemplated by 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 Section 9.1(d) (to the extent not inconsistent with this Section 6.10sentence).

Guarantors. Any time after the Effective Date, Borrower may cause 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 (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower ▇▇▇▇▇▇▇▇ elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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. Any time after (a) The 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 Effective 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 may 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 guarantee become additional Loan Guarantors in accordance with this Section 6.20, within thirty (30) days (which date may be extended by the Obligations 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 hereunder 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 Subsidiary required to become a Loan Guarantor as provided in the immediately preceding sentence to become a Loan Guarantor by executing and delivering to Administrative the Agent an Assumption Agreement a Joinder Agreement. (d) Notwithstanding anything to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifcontrary, at any time following the Effective 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 ceases hereunder) by executing and delivering to be the Agent a Restricted Subsidiary Joinder Agreement within the timescale set out in paragraph (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiaryb) above. (e) Prior to 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon concurrently with the delivery of such notice and certification an executed Joinder Agreement pursuant to Administrative Agent such Guarantor’s guarantee of clauses (a), (b), (c) or (d) above, 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute have received organizational documents, good standing certificates, resolutions and favorable opinions of counsel with respect to such documents as Borrower shall additional Loan Guarantors, all in form, content and scope reasonably request satisfactory to evidence the release contemplated by this Section 6.10Agent.

Guarantors. Any time after (a) Subject to the Effective Dateprovisions set forth below, the Borrower may shall cause any each of its Material Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement execute and deliver to the Guarantee AgreementAgent the Subsidiary Guaranty or a 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 form set forth on Annex 1 addition to the Guarantee Agreement requirements of Section 2.16, cause each Subsidiary Owner and executed 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 clause (b) of the definition thereof, as a condition to such 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 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 Borrower that is master leasing such proposed GuarantorReverse 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, at any time following the Effective Datecompletion or termination of a Reverse Exchange, a Guarantor ceases 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 Restricted 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. (including 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 a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to 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 force and effect as 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 the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the provisions of this Section 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 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 occurred and be continuing, then immediately upon and (B) no Material Subsidiary within the delivery meaning of such notice and certification to Administrative Agent such Guarantor’s guarantee clause (b) of the Obligations definition thereof shall be automatically released released. If, at any time after the Borrower obtains an Investment 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 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 to be released from the Guarantee Agreement and its Guarantee Obligation thereunderGuaranty. For the avoidance of doubt, including as 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 result Subsidiary of being designated as an Unrestricted SubsidiaryBorrower, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute such documents as the Borrower shall reasonably request nonetheless be required to evidence cause such Subsidiary to become a Guarantor in accordance with the release contemplated by this provisions of Section 6.106.10(a) regardless of the Borrower having obtained such Investment Grade Rating.

Guarantors. Any 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 (the “Borrower”), 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 permitted successor agent, the “Administrative Agent”) and as collateral agent (in such capacity, the “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), to make Loans to the Borrower on a revolving credit basis on and after the Effective Date, Borrower may cause 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 date hereof and executed by such proposed Guarantor. If, at any time following and from time to time prior to the Effective Maturity Date, a Guarantor ceases . The proceeds of borrowings hereunder are to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases used for the purposes described in Section 5.09. The Lenders are willing to be a Subsidiary, establish the credit facility referred to in each case as a result of a transaction not otherwise prohibited hereunder, then 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. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately preceding paragraph upon the delivery of such notice terms and certification subject 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 conditions set forth herein. Accordingly, the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including parties hereto agree as a result of 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.follows:

Guarantors. Any time after the Effective Date, The Borrower may shall cause any each of its Subsidiaries (other than the Excluded Subsidiaries) to guarantee pursuant to the Obligations Guaranty Agreement or supplement thereto (or, in the case of a Foreign Subsidiary, any other guarantee agreement requested by the Administrative Agent) the Secured Obligations. In furtherance of the above, the Borrower hereunder by delivering shall promptly (and in any event within 45 days thereof) (i) provide written notice to the Administrative Agent an Assumption Agreement to and the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at Lenders upon any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be Person becoming a Subsidiary, setting forth information in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee reasonable detail describing all of the Obligations shall be automatically released assets of such Person, (ii) cause such Person to execute a supplement to the Guaranty Agreement and such Guarantor shall other 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 to be automatically released from its obligations under delivered to the Guarantee Agreement. In additionAdministrative Agent (together with undated stock powers signed in blank, if Borrower elects by notice in writing applicable) and pledged to the Administrative Agent pursuant to cause such Guarantor to be released from its guarantee an appropriate pledge agreement(s) in substantially the form of the ObligationsPledge 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 a Responsible Officer other authority documents of Borrower certifies in writing that immediately after giving effect such Person and, to the extent requested by the Administrative Agent, favorable opinions of counsel to such releasePerson (which shall cover, no Default or Event of Default shall have occurred among other things, the legality, validity, binding effect and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee enforceability of the Obligations shall be automatically released documentation referred to above), all in form, content and such Guarantor shall be automatically released from its obligations under scope reasonably satisfactory to the Guarantee AgreementAdministrative Agent. Notwithstanding the foregoing, no Guarantor that is Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (or supplement thereto) or such other guarantee agreement if such execution and delivery would cause a Significant Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Borrower and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent relevant Subsidiaries shall execute such documents as Borrower shall reasonably request to evidence provide the release contemplated by pledge agreements required under this Section 6.106.25 or Section 6.26.

Guarantors. Any time after the Effective Date, Borrower may cause 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 (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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.. 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. Any time after (a) If during any fiscal quarter, by way of Division or otherwise, (i) a Subsidiary that should be a Parent Guarantor is organized or acquired or (ii) a Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, then not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter (or, to the extent that as of such initial required delivery date, any such Subsidiary or its assets are the subject of Joint Venture Negotiations, not later than the date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to the immediately succeeding fiscal quarter), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Subsidiary on the Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and such other documentation as the Administrative Agent may reasonably request. (b) The Borrower may cause any of its Subsidiaries to guarantee request in writing that the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement to release a Guarantor, other than any Parent Guarantor, from the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by Guaranty so long as: (i) [reserved]; (ii) such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases is not required to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases party to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Guaranty under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, preceding subsection (a); (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery in existence or would occur as a result of such notice release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 6.16; (iv) the representations and certification 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 force and effect as if made on and as of such date except to the 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 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 (v) the Administrative Agent shall have received such Guarantor’s guarantee written request (which such request shall include a certificate of an Authorized Signatory of the Obligations Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall be automatically released constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. (c) Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory to the Administrative Agent) or is necessary to evidence the release of such Person 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 6.10Loan Documents.

Guarantors. Any time after (a) The Company shall not cause or permit any Subsidiary to become obligated as a guarantor under, or deliver any guaranty of, the Effective DateCredit Agreement Obligations, Borrower may cause any of its Subsidiaries unless such guaranty is also granted to guarantee the Obligations by execution and delivery of Borrower hereunder a Guarantor Joinder Agreement and by delivering 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 Administrative Agent an Assumption 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 Guarantee AgreementRequired 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. (c) At all times during which any Credit Agreement Obligations are outstanding, in form set forth on Annex 1 upon notice by the Company to each holder of a Note (which notice shall contain a certification by a Responsible Officer as to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Dateapplicable matters specified below), a Guarantor ceases Subsidiary shall automatically cease to be a Restricted Guarantor hereunder if such Subsidiary (including has been released as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) borrower, guarantor or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee other obligor of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Credit Agreement Obligations, provided that, both immediately before and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to any such release, release (x) no Default or Event of Default shall have occurred and be continuingcontinuing and (y) if any fee or other form of consideration (including, then immediately upon but not limited to, any payment or any increase in pricing or any additional guaranty) is given to any agent or lender under the delivery Credit Agreement, directly or indirectly, for the purpose of such notice and certification to Administrative Agent such Guarantor’s guarantee release, the holders of the Obligations Notes shall be automatically released receive equivalent consideration (taking into account the relative principal amounts, maturity and such Guarantor shall be automatically released from its obligations under interest rate on the Guarantee Agreement. Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 6.10obligations).

Guarantors. Any time after the Effective Date, Borrower may cause 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 (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower ▇▇▇▇▇▇▇▇ elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Guaranty Obligation thereunder, including as a result of 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. Any time after (a) The BorrowerParent shall cause (i) each of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Indebtedness for borrowed money in the Effective Dateform of a 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”), Borrower may cause any that is Guaranteed by theany Borrower, (ii) each of its Subsidiaries (other than an Excluded Subsidiary) that Guarantees any Threshold Indebtedness of theany Borrower and (iii) on and after the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date, ▇▇▇▇▇▇, in each case, to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement become a party to the Guarantee AgreementGuaranty as a Guarantor within 30 days of the date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by theany Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, in form set forth on Annex 1 as applicable, of theany Borrower (or such longer period of time as is acceptable to the Guarantee Agreement and executed by such proposed GuarantorAdministrative Agent). If, at any time following In the Effective Date, event a Subsidiary that is a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) Guarantee or ceases to be a Subsidiarythe borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in each case as a result of a transaction not otherwise prohibited hereunderthe immediately preceding sentence, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under BorrowerParent may provide written notice certifying to the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery occurrence of such event (which notice and certification to Administrative Agent such Guarantor’s guarantee may be provided in advance of the Obligations occurrence of such event) to the Administrative Agent, whereupon such Subsidiary 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 Guarantee Agreement Guaranty and its Guarantee Obligation thereundershall 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 jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the DCC. (b) Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ will not be required to become a party to the Guaranty pursuant to this Section 5.08 or Guarantee any of the 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 result party to the Guaranty or Guarantee any of being designated as an Unrestricted Subsidiarythe 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, unless if all conditions have been fulfilled) 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 Guarantor 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 simultaneously released from its guarantee 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 such Material Debt. 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 shall execute such documents as Borrower shall reasonably request will discuss in good faith with ▇▇▇▇▇▇ whether and to evidence what extent the release contemplated by this Section 6.10terms 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. Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement (a) Prior to the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at Investment Grade Rating Date (or during any time period following the Effective DateInvestment Grade Rating Date that the Borrower ceases to have an Investment Grade Rating), if, during any fiscal quarter, any Person is or becomes a Guarantor Subsidiary (other than an Excluded Subsidiary or Immaterial Subsidiary) or any Excluded Subsidiary or Immaterial Subsidiary ceases to be subject to the restriction which prevented it from becoming a Restricted Subsidiary Guarantor as otherwise required under this Agreement (including as a result in the case of a redesignation of such Restricted Subsidiary as an Unrestricted 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 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: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary 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 6.8 hereof and (B) such Subsidiary, or any 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 foregoing conditions applies to become a Guarantor hereunder through the execution and delivery to the 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 so long as (i) prior to the Investment Grade Rating Date, such Guarantor is not the OP Guarantor, (ii) such Guarantor is not required to be a party to the Guaranty Agreement under either of the immediately preceding subsections (a) or (b), in each case as a result case, because of a transaction events or transactions not otherwise prohibited hereunder, then such Guarantor’s guarantee under any of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In additionLoan Documents, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, (iii) no Default or Event of Default shall have occurred and then be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including in existence or would occur as a result of being designated 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 warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that 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 an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of the date of such Material Debt. release and with the same force and effect as if made on and as of such date (except to the extent such representations and warranties were made as of 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 execute have received such documents written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The Administrative Agent agrees to furnish to the Borrower, upon Borrower’s written request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably request to evidence requested by the release contemplated by this Section 6.10Borrower.

Guarantors. Any time The Borrower will (a) cause each Material Domestic Subsidiary to execute this Agreement as a Guarantor (and from and after the Effective DateDate cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, Borrower may as promptly as possible, but in any event within thirty (30) 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 any each such Subsidiary to deliver corporate resolutions, opinions of its Subsidiaries to guarantee counsel, and such other corporate documentation as the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement may reasonably request, all in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent; provided, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifhowever, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery Borrower’s written request of such notice and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Guarantor’s guarantee of the Obligations 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 automatically released required to re-execute the Guarantor Supplement and re-deliver such corporate resolutions, opinions of counsel, and such Guarantor shall be automatically released from its obligations under other corporate documentation as the Guarantee AgreementAdministrative Agent may reasonably request. Notwithstanding the foregoing, no 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 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 that is a Significant Subsidiary by executing and that guarantees any Material Debt may be released from delivering to the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute an executed Guarantor Supplement, together with corporate resolutions, opinions of counsel and such documents other corporate documentation as the Administrative Agent may reasonably request. The Borrower shall reasonably request may cause any Subsidiary that becomes a Guarantor pursuant to evidence the release contemplated preceding sentence that has not since become a Material Domestic Subsidiary to cease being a Guarantor at any time by this Section 6.10notice to the Administrative Agent.

Guarantors. Any time after the Effective Date, (a) The Borrower may shall cause any each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to guarantee execute and deliver to the Obligations 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 hereunder by delivering to Administrative Agent an Assumption Agreement that is master leasing such Property shall execute a joinder to the Guarantee AgreementSubsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time that the exchange is pending. Upon completion or termination of the reverse exchange, in form set forth on Annex 1 if Borrower desires the 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 at such time the entity that 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 Agreement Subsidiary Guaranty and executed by become a Subsidiary Guarantor, and the entity that had previously been master leasing such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor Property shall be automatically released from its obligations under the Guarantee AgreementSubsidiary Guaranty. (b) The Subsidiary Guarantors may be released at the request of the 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 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 Borrower elects such property is owned by notice in writing to Administrative Agent to cause such Guarantor an Exchange Fee Titleholder owning any Unencumbered Property shall no longer be required to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of the Obligations shall be automatically released and such Subsidiary 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 6.10entity has outstanding recourse indebtedness.

Guarantors. Any time 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, Borrower may cause any of its Subsidiaries to guarantee Guarantor that does not pass the Obligations of Borrower hereunder by delivering to Administrative Agent Material Subsidiary Test and is not an Assumption Agreement to the Guarantee Agreement, obligor 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 (including as a result of a redesignation of such Restricted Subsidiary 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 respect of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Senior Notes may be released from the Guarantee Agreement 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 its Guarantee Obligation thereunderis not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, including as a result 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 being designated as an Unrestricted 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 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 Guarantor is simultaneously Foreign Subsidiary may be released from its guarantee 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 Material Debtnotice 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 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 execute return any pledged equity interests to the Borrower (or the Subsidiary that is the holder of the equity interests in such documents as Borrower shall reasonably request Foreign Subsidiary) to evidence the extent such equity interests were held by the Administrative Agent and also release contemplated by this Section 6.10any liens filed against such equity interests.

Guarantors. Any time after the Effective Date, Borrower may cause 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 (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Guaranty Obligation thereunder, including as a result of 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. Any Each Obligor will, and will cause each of its Subsidiaries to, take such action from time after to time as shall be necessary to ensure that all United States domestic Subsidiaries of such Obligor are “Guarantors” hereunder. Without limiting the Effective Dategenerality of the foregoing, Borrower may cause in the event that an Obligor or any of its Subsidiaries shall form or acquire any new United States domestic Subsidiary that shall constitute a Subsidiary hereunder, such Obligor will cause such new domestic Subsidiary to, within 30 days (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 guarantee a Guarantee Assumption Agreement, and execute joinders to the Obligations of Borrower hereunder by delivering to Security Agreement and other Security Documents thereby granting the Administrative Agent an Assumption Agreement to a 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 Guarantee AgreementGuaranteed Obligations, in form set forth on Annex 1 and substance reasonably satisfactory to the Guarantee Agreement Administrative Agent; (ii) cause such new United States domestic Subsidiary to take such action (including delivering such certificates evidencing such Equity Interests, executing and executed delivering such UCC financing statements and, if the fair market value of such real property is equal to or greater than $1,000,000, subject to the following proviso, executing and delivering mortgages or deeds of trust covering the real property and fixtures owned or leased by such proposed Guarantor. If, at any time following Subsidiary) as shall be necessary to create and perfect valid and enforceable first-priority Liens on substantially all of the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation property of such Restricted new Subsidiary as collateral security for the obligations of such new Subsidiary under the Financing Documents; provided, that this clause (ii) shall not apply to real property of such new Subsidiary acquired pursuant to an Unrestricted SubsidiaryAcquisition permitted under Section 8.08(b) or ceases 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 be a Subsidiaryonly the real property of such new Subsidiary and does not, in each case as a result of a transaction not otherwise prohibited hereunderthe Majority Lenders’ judgment, then such Guarantorconflict with the Administrative Agent’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations Liens granted under the Guarantee Agreement. In addition, if Financing Documents and (C) the Borrower elects by notice in writing to 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 cause such Guarantor to be released from its guarantee of Section 5.01 on the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default Closing Date or Event of Default shall have occurred and be continuing, then immediately upon as the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 have reasonably request requested, all in form and substance reasonably satisfactory to evidence the release contemplated by this Section 6.10Administrative Agent.

Guarantors. Any time after (a) The Parent shall cause (i) each of its Material Subsidiaries (other than an Excluded Subsidiary) that incurs or assumes any Indebtedness for borrowed money in the Effective Dateform of a 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”), Borrower may cause that is Guaranteed by any Borrower, (ii) each of its Subsidiaries (other than an Excluded Subsidiary) that Guarantees any Threshold Indebtedness of any Borrower and (iii) on and after the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Date, ▇▇▇▇▇▇, in each case, to guarantee the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement become a party to the Guarantee AgreementGuaranty as a Guarantor within 30 days of the date such Subsidiary so incurs or assumes such Threshold Indebtedness Guaranteed by any Borrower or Guarantees Threshold Indebtedness or Applicable Pari Indebtedness, in form set forth on Annex 1 as applicable, of any Borrower (or such longer period of time as is acceptable to the Guarantee Agreement and executed by such proposed GuarantorAdministrative Agent). If, at any time following In the Effective Date, event a Subsidiary that is a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) Guarantee or ceases to be a Subsidiarythe borrower of any such Threshold Indebtedness or Applicable Pari Indebtedness, as applicable, referenced in each case as a result of a transaction not otherwise prohibited hereunderthe immediately preceding sentence, then such Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under Parent may provide written notice certifying to the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery occurrence of such event (which notice and certification to Administrative Agent such Guarantor’s guarantee may be provided in advance of the Obligations occurrence of such event) to the Administrative Agent, whereupon such Subsidiary 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 Guarantee Agreement Guaranty and its Guarantee Obligation thereundershall 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 jurisdiction of incorporation or formation of such Guarantor, including under section 2:98c of the DCC. (b) Notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ will not be required to become a party to the Guaranty pursuant to this Section 5.08 or Guarantee any of the 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 result party to the Guaranty or Guarantee any of being designated as an Unrestricted Subsidiarythe 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, unless if all conditions have been fulfilled) 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 Guarantor 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 simultaneously released from its guarantee 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 such Material Debt. 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 shall execute such documents as Borrower shall reasonably request will discuss in good faith with ▇▇▇▇▇▇ whether and to evidence what extent the release contemplated by this Section 6.10terms 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. Any time The Borrower will (a) cause each Material Domestic Subsidiary to execute this Agreement as a Guarantor (and from and after the Effective DateClosing Date cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within forty-five (45) days after becoming a Material Domestic Subsidiary of the Borrower may cause (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 its Subsidiaries to guarantee the Obligations of Borrower hereunder by delivering to Borrower) (or, in either case, such longer period as the Administrative Agent may agree in its reasonable discretion), an Assumption Agreement 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 Guarantee AgreementAdministrative Agent; provided, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifhowever, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery Borrower’s written request of such notice and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Guarantor’s guarantee of the Obligations 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 automatically released required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such Guarantor shall be automatically released from its obligations under other customary documentation as the Guarantee AgreementAdministrative Agent may reasonably request. Notwithstanding the foregoing, no 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 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 other customary documentation as the Administrative Agent may reasonably request. The Borrower may cause any Elective Guarantor that is has not since become a Significant Material Domestic Subsidiary to cease being a Guarantor at any time by notice to the Administrative Agent. As of the Closing Date, Lon Inc. and that guarantees any Material Debt may Lon Operations LLC have been added as Elective Guarantors. Such entities shall not be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 subject to evidence the release contemplated by 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 Section 9.1(d) (to the extent not inconsistent with this Section 6.10sentence).

Guarantors. Any time after the Effective Date, The Borrower may shall cause any each of its Subsidiaries (other than the Excluded Subsidiaries) to guarantee pursuant to the Obligations Guaranty Agreement or supplement thereto (or, in the case of a Foreign Subsidiary, any other guarantee agreement requested by the Administrative Agent) the Secured Obligations. In furtherance of the above, the Borrower hereunder by delivering shall promptly (and in any event within 45 days thereof) (i) provide written notice to the Administrative Agent an Assumption Agreement to and the Guarantee Agreement, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. If, at Lenders upon any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary) or ceases to be Person becoming a Subsidiary, setting forth information in each case as a result of a transaction not otherwise prohibited hereunder, then such Guarantor’s guarantee reasonable detail describing all of the Obligations shall be automatically released assets of such Person, (ii) cause such Person to execute a supplement to the Guaranty Agreement and such Guarantor shall other 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 to be automatically released from its obligations under delivered to the Guarantee Agreement. In additionAdministrative Agent (together with undated stock powers signed in blank, if Borrower elects by notice in writing applicable) and pledged to the Administrative Agent pursuant to cause such Guarantor to be released from its guarantee an appropriate pledge agreement(s) in substantially the form of the ObligationsPledge 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 a Responsible Officer other authority documents of Borrower certifies in writing that immediately after giving effect such Person and, to the extent requested by the Administrative Agent, favorable opinions of counsel to such releasePerson (which shall cover, no Default or Event of Default shall have occurred among other things, the legality, validity, binding effect and be continuing, then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee enforceability of the Obligations shall be automatically released documentation referred to above), all in form, content and such Guarantor shall be automatically released from its obligations under scope reasonably satisfactory to the Guarantee AgreementAdministrative Agent. Notwithstanding the foregoing, no Guarantor that is Foreign Subsidiary shall be required to execute and deliver the Guaranty Agreement (or supplement thereto) or such other guarantee agreement if such execution and delivery would cause a Significant Deemed Dividend Problem or a Financial Assistance Problem with respect to such Foreign Subsidiary and, in lieu thereof, the Borrower and that guarantees any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent relevant Subsidiaries shall execute such documents as Borrower shall reasonably request to evidence provide the release contemplated by pledge agreements required under this Section 6.106.25 or Section 6.26.

Guarantors. Any time The Borrower will, and will cause each Subsidiary (other than an Excluded Subsidiary) created, acquired or existing on or after the Effective DateClosing Date or any other Subsidiary which is otherwise required to become a guarantor under the Subordinated Indenture (as such term is defined in the FIL Credit Agreement), to become a Guarantor immediately and shall cause such Subsidiary to execute and deliver to the Agent for the benefit of the Agent and the Banks (a) a Guarantee and (b) further Security Documents or other instruments and documents as the Agent may reasonably require in order to grant to the Agent a first priority perfected security interest in such Subsidiary's assets, together with legal opinions in form and substance satisfactory to the Agent to be delivered to the Agent and the Banks opining as to the authorization, validity and enforceability of such Guaranty and Security Documents and (as to the applicable Security Documents) the perfection of such security interests; provided, 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 may cause or any of its Subsidiaries to guarantee forms a Subsidiary for the Obligations purpose of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement consummating a Permitted Acquisition (as such term is defined in the FIL Credit Agreement), to the Guarantee Agreement, in form set forth on Annex 1 extent such Subsidiary would otherwise be required to the Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, become a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary 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 Subsidiary shall not be required to become a Guarantor hereunder or execute and deliver any Security Documents hereunder until the earlier to occur of (a) the consummation of the Obligations Permitted Acquisition or (b) such Subsidiary has assets valued at more than $100,000 in the aggregate, provided until such Subsidiary becomes a Guarantor or a Borrower hereunder, neither the Borrower nor any Subsidiary shall be automatically released and such Guarantor shall be automatically released from its obligations under permitted to make any Investments in excess of $100,000 in the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect aggregate or Distributions to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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. Any time As promptly as possible, but in any event (i) within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Domestic Subsidiary that is a Material Subsidiary, or any existing Domestic Subsidiary qualifies independently as, or is designated by the Effective Date, Borrower may cause any of its Subsidiaries to guarantee or the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement as, a Material Subsidiary pursuant 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 (including 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 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 redesignation Material Subsidiary in the ordinary course of business (such as by the natural growth of earnings and income), the Borrower shall provide the Administrative Agent with written notice setting forth information in reasonable detail describing the material assets of such Restricted Subsidiary, and shall cause such Subsidiary as an Unrestricted Subsidiaryto deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) or ceases pursuant to which such Subsidiary shall become a Guarantor and shall agree to be bound by the terms and 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, in each case the Borrower shall determine, on a pro forma basis, whether such Person or new Subsidiary qualifies as a result of a transaction not otherwise prohibited hereunder, then 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. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Material Subsidiary and that guarantees any Material Debt may be released from is therefore required to become a Guarantor. Subject to the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result grace periods set forth in the first sentence of 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 6.106.22, the Borrower also shall designate Domestic Subsidiaries as Material Subsidiaries and shall cause them to become Guarantors in order to comply with the proviso set forth in the definition of Material Subsidiary.

Guarantors. Any time after a) In the Effective Date, event that (i) Borrower may cause any determines that certain Real Estate of its Subsidiaries to guarantee a Wholly Owned Subsidiary of 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, or a Guarantor ceases Controlled JV Entity is to be a Restricted included as an Unencumbered Property and (ii) such Wholly Owned Subsidiary (including 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 result of condition to such inclusion, cause each such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a redesignation of Joinder Agreement (and if such Restricted Wholly Owned Subsidiary as an Unrestricted Subsidiary) or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunderControlled JV Entity is the first Guarantor, then such Guarantor’s guarantee Subsidiary shall 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 Obligations 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 automatically released required to be true and correct only as of such Guarantor specified date, and that any representation or warranty that is qualified by any materiality standard shall be automatically released from its obligations under the Guarantee Agreementrequired to be true and correct in all respects). In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon connection with the delivery of the Guaranty or such notice and certification Joinder Agreement, the Borrower shall deliver to Administrative the Agent such Guarantor’s guarantee of organizational agreements, resolutions, consents, opinions and other documents and instruments as 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 Agent may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of 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 6.10require.

Guarantors. Any time 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, Borrower may cause any of its Subsidiaries to guarantee Guarantor that does not pass the Obligations of Borrower hereunder by delivering to Administrative Agent Material Subsidiary Test and is not an Assumption Agreement to the Guarantee Agreement, obligor 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 (including as a result of a redesignation of such Restricted Subsidiary 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 respect of the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery 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 Senior Notes may be released from the Guarantee Agreement 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 its Guarantee Obligation thereunderis not an obligor in respect of the Senior Notes and include calculations and other supporting information sufficient, including as a result 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 being designated as an Unrestricted 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 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 Guarantor is simultaneously Foreign Subsidiary may be released from its guarantee 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 Material Debt. 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 shall execute provides written notice to the Borrower within such documents as Borrower shall reasonably request 30-day period stating that it disagreed with the Borrower’s calculations or requesting additional documentation necessary to evidence the release contemplated by this Section 6.10.substantiate such

Guarantors. Any time The Borrower will (a) cause each Material Domestic Subsidiary to execute this Agreement as a Guarantor (and from and after the Effective DateDate cause each Material Domestic Subsidiary to execute and deliver to the Administrative Agent, as promptly as possible, but in any event within thirty (30) days after becoming a Material Domestic Subsidiary of the Borrower may (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 any each such Subsidiary to deliver customary resolutions, opinions of its Subsidiaries to guarantee counsel, and such other customary documentation as the Obligations of Borrower hereunder by delivering to Administrative Agent an Assumption Agreement may reasonably request, all in form and substance reasonably satisfactory to the Guarantee AgreementAdministrative Agent; provided, in form set forth on Annex 1 to the Guarantee Agreement and executed by such proposed Guarantor. Ifhowever, at any time following the Effective Date, a Guarantor ceases to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary 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 Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under the Guarantee Agreement. In addition, if Borrower elects by notice in writing to Administrative Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, then immediately upon the delivery Borrower's written request of such notice and certification to the Administrative Agent that a Subsidiary is no longer a Material Domestic Subsidiary, the Administrative Agent shall release such Guarantor’s guarantee of the Obligations 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 automatically released required to re‑execute the Guarantor Supplement and re‑deliver such resolutions, opinions of counsel, and such Guarantor shall be automatically released from its obligations under other customary documentation as the Guarantee AgreementAdministrative Agent may reasonably request. Notwithstanding the foregoing, no 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 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 that is a Significant Subsidiary by executing and that guarantees any Material Debt may be released from delivering to the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Administrative Agent shall execute an executed Guarantor Supplement, together with customary resolutions, opinions of counsel and such documents other customary documentation as the Administrative Agent may reasonably request. The Borrower shall reasonably request may cause any Subsidiary that becomes a Guarantor pursuant to evidence the release contemplated preceding sentence that has not since become a Material Domestic Subsidiary to cease being a Guarantor at any time by this Section 6.10notice to the Administrative Agent.