Common use of Guarantors Clause in Contracts

Guarantors. (a) The Company shall procure that, subject to the Agreed Security Principles and this Clause: (i) on the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Test. (b) Subject to the Agreed Security Principles, the Company shall procure that: (i) each member of the Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material Subsidiary”.

Guarantors. (a) The Company shall procure that, subject to the Agreed Security Principles and this Clause: (i) on the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after Within 10 Business Days following the date on which either of the Annual Financial Statements are delivered following conditions first applies to any Subsidiary (other than a Foreign Subsidiary) that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent in accordance with the terms of this Agreement, sufficient members each of the Group following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) and (ii) the items that would have acceded as Additional Guarantors been delivered under (iii) through (vii), and have granted Transaction Security to ensure that the aggregate (xiii) of the unconsolidated earnings before interest, tax, depreciation Section 5.1.(a) and amortisation (calculated Section 5.1.(b) if such Subsidiary had been a Loan Party on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference toAgreement Date: (A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent or any other Subsidiary of the Parent (other than an Excluded Subsidiary or a Foreign Subsidiary Guaranteeing or otherwise becoming obligated in respect of sub-paragraph (a) above) the Original Financial Statements (orIndebtedness of another Excluded Subsidiary or Foreign Subsidiary, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)as applicable); andor (B) (in respect i) such Subsidiary (other than a Foreign Subsidiary) owns an Unencumbered Asset or other asset the value of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group which is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation determination of EBITDA of the Group for the purpose of calculating compliance with this paragraph; Unencumbered Asset Value and (2ii) the EBITDA of such Subsidiary, or any member of the Group whose equity capital other Subsidiary that directly or indirectly owns any Equity Interest in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness that is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Testnot Nonrecourse Indebtedness. (b) Subject to The Borrower may request in writing that the Agreed Security PrinciplesAdministrative Agent release, and upon receipt of such request the Company Administrative Agent shall procure that: release, a Guarantor from the Guaranty so long as: (i) each member such Guarantor is not otherwise required (or upon its release will not be required) to be a party to the Guaranty under the immediately preceding subsection (a) or Section 7.15. in the case of the Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing DateParent; and (ii) thereafterno Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any company of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which becomes any of them is a Material Subsidiary party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by reference 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 most recent Annual Financial Statements delivered 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 expressly permitted under Clause 25.2 the Loan Documents; and (Financial statements)iv) becomes the Administrative Agent shall have received such 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 Guarantor and grants Transaction Security within representation by the Borrower that the matters set forth in the preceding sentence (both as of the date falling one hundred of the giving of such request and fifty (150) days after as of the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue effectiveness of paragraph (bsuch request) of the definition of “Material Subsidiary”are true and correct with respect to such request.

Guarantors. (a) The Company Within fifteen (15) days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Effective Date, the Borrower shall procure that, subject deliver to the Agreed Security Principles Administrative Agent each of the following items, each in form and this Clause: substance satisfactory to the Administrative Agent: (i) on the date which is one hundred a Joinder Agreement executed by such Material Subsidiary and fifty (150) days after the Closing Date; and (ii) thereafterthe items that would have been delivered under Section 5.1(a)(iv) through Section 5.1(a)(viii) if such Material Subsidiary had been one on the Effective Date. Additionally, on each date falling one hundred and fifty (150) days in the event that any Subsidiary of Borrower or CLP, whether presently existing or hereafter formed or acquired, which is not a Guarantor at such time, shall after the date on which hereof become a guarantor under any existing or future Unsecured Debt of Borrower or any other Loan Party, then Borrower shall cause such Subsidiary to execute and deliver the Annual Financial Statements are delivered to the Agent items described in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”Section 7.12(a), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Test. (b) Subject to The Borrower may request in writing that the Agreed Security PrinciplesAdministrative Agent release, and upon receipt of such request the Company Administrative Agent shall procure that: release, a Guarantor (other than CLP) from the Guaranty so long as: (i) each member such Guarantor is not otherwise required to be a party to the Guaranty under this Section 7.12; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Group which covenants contained in this Section 7.12; (iii) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release and (iv) Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to Administrative Agent either that (A) if the Guarantor is a Material Subsidiary Subsidiary, the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor or (B) if Guarantor is the owner of an Unencumbered Asset, but not a Material Subsidiary, that all assets owned by reference such Guarantor have been removed from the calculation of Unencumbered Asset Value. Delivery by the Borrower to the Original Financial Statements Administrative Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (or, at the option both as of the Company, by reference to date of the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes giving of such request and as an Additional Obligor and grants Transaction Security within of the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue effectiveness of paragraph (bsuch request) are true and correct with respect to such request. Notwithstanding the foregoing, the foregoing provisions shall not apply to CLP, which may only be released upon the written approval of Administrative Agent and all of the definition of “Material Subsidiary”Lenders.

Guarantors. (a) The Company shall procure ensure that, subject to the Agreed Security Principles and subject to the below paragraphs of this Clause: , all Material Companies (iother than an Excluded Subsidiary) on the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional are Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is and the US Guarantors and the aggregate gross assets of the Guarantors and the US Guarantors, (in each case calculated on an unconsolidated basis and excluding all intra-Group items) represents not less than 80 85 per cent. of Consolidated EBITDA and consolidated gross assets of all members of the Group (in each case not including the Excluded Subsidiaries), in each case calculated by reference to (A) the Original Financial Statements of the Company prior to the Closing Date; and (B) thereafter, with each set of Annual Financial Statements (the “Guarantor Coverage Test”), calculated by reference to:. ​ (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except The Company shall not have any obligation to procure that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group becomes an Additional Guarantor unless the Annual Financial Statements demonstrate that the same would be necessary in order to comply with the requirements of this Clause 27.13. (c) If the Guarantor Coverage Test is not required complied with as at the time of delivery of any Compliance Certificate accompanying the Annual Financial Statements, no Default will occur provided that (subject to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company procures that additional members of the Group become Guarantors within 30 Business Days (or such longer period agreed between the Agent (acting reasonably) and the Company) of the delivery of such Compliance Certificate so that, when retested at the end of such 30 Business Day period (or if agreed, such longer period) by reference to the Annual Financial Statements accompanying such Compliance Certificate, the Guarantor Coverage Test is complied with. (d) The Company need only perform its earnings before interestobligations under paragraph (a) above, taxto the extent it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, depreciation and amortisation must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be included obliged to) agree to such a limit if, in its opinion, to do so would avoid the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph;relevant unlawfulness or personal liability. (2e) the EBITDA of any Any member of the Group whose equity capital is (other than an Excluded Subsidiary) that becomes a Material Company and any Material Company (other than an Excluded Subsidiary) acquired in accordance with this Agreement after the Closing Date shall become, subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Test. (b) Subject to the Agreed Security Principles, the Company shall procure that: (i) each member of the Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction grant Security as the Agent may reasonably require and shall accede to the Intercreditor Agreement within 30 Business Days (or such longer period agreed between the date falling one hundred Agent (acting reasonably) and fifty (150the Company) days after the date on which of delivery of any Compliance Certificate accompanying the Annual Financial Statements are delivered Statements. (f) Nothing in this Agreement shall require any Excluded Subsidiary to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that accede as a Guarantor for so long as it is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material an Excluded Subsidiary”.

Guarantors. (a) The Company shall procure thatIf during any fiscal quarter, subject to the Agreed Security Principles and this Clause: by way of Division or otherwise, (i) on the date which a Subsidiary that should be a Parent Guarantor is one hundred and fifty (150) days after the Closing Date; and organized or acquired or (ii) thereaftera Subsidiary that is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, on each date falling one hundred and fifty (150) days after or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, then not later than the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate delivery of the unconsolidated earnings before interest, tax, depreciation and amortisation financial statements required to be delivered pursuant to Sections 6.1(a) or (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”b), calculated by reference to: (A) (in as applicable, with respect of sub-paragraph (a) above) the Original Financial Statements to such fiscal quarter (or, at to the option 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 Companydelivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), by reference as applicable, with respect to the most recent Annual Financial Statements 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 Clause 25 Sections 4.1(c) and (Financial statements)); ande) 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) (in respect of sub-paragraph (b) aboveThe Borrower may request in writing that the Administrative Agent release a Guarantor, other than any Parent Guarantor, from the Guaranty so long as: (i) the then most recent Annual Financial Statements delivered under Clause 25 [reserved]; (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a ii) such Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant party to the Agreed Security Principles Guaranty under the immediately preceding subsection (includinga); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, for the avoidance including without limitation, a Default or Event of doubt, Default resulting from a violation of any member of the Group incorporated covenants contained in an Excluded Jurisdiction Section 6.16; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any member 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 Group who is otherwise unable or not required to grant a guarantee and security in accordance date of such release with the Agreed Security Principlessame 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 written request (which such request shall include a certificate of an Authorized Signatory of the Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv), if elected ) 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 Company, its earnings before interest, tax, depreciation and amortisation Borrower to the Administrative Agent of any such request shall not be included constitute a representation by the Borrower that the matters set forth in the calculation of EBITDA preceding sentence (both as of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member date of the Group whose equity capital is subject giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to Transaction Security such request. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be taken into account for automatically released on the purposes of requested release date without any other notice to or from the numerator in the Guarantor Coverage TestAdministrative Agent or any Lender. (bc) Subject Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the Agreed Security Principles, the Company shall procure that: (iextent applicable) each member of the Group which is a Material Subsidiary by reference deliver to the Original Financial Statements (orLoan Parties, upon the Loan Parties’ request and at the option of Loan Parties’ expense, such documentation as is reasonably requested by the Company, by reference Borrower (and reasonably satisfactory to the most recent Annual Financial Statements delivered Administrative Agent) or is necessary to evidence the release of such Person from its obligations under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material Subsidiary”Loan Documents.

Guarantors. (a) The Company Parent shall procure that, ensure that subject to the Agreed Security Principles and this Clauseparagraphs (b) and (c) below: (i) on all Material Companies which are members of the date which Restricted Group, and any member of the Restricted Group that is one hundred and fifty or becomes a guarantor in respect of the Senior Notes, any of the Existing Notes or the Credit Agreement, are Guarantors (150) days after in the Closing Datecase of any member of the Restricted Group that is or becomes a guarantor in respect of the Senior Notes, any of the Existing Notes or the Credit Agreement, before or simultaneously to becoming a guarantor in respect of the Senior Notes, any of the Existing Notes or the Credit Agreement); and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation amortization (calculated on the same basis as Consolidated EBITDA) of the Parent and the Guarantors is for each Financial Year and the aggregate gross assets (excluding goodwill) of the Parent and the Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-Restricted Group items and investments in Restricted Subsidiaries of any member of the Restricted Group) represents not less than 80 per cent. 85% of Consolidated EBITDA for the corresponding Financial Year and consolidated gross assets (excluding goodwill) of all members of the Restricted Group (including the “Guarantor Coverage Test”Parent), respectively, in each case calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent recently delivered set of Annual Financial Statements of the Group delivered under Clause 25 Section 7.1 (Financial statements)); andStatements) and adjusted to give pro forma effect to any acquisitions (including through mergers or consolidations) and dispositions that have taken place prior to the date on which the Financial Year ends. (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculationEach Obligor must use, and provided that:must procure that the relevant person uses, all reasonable endeavors lawfully available to avoid any unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Required Holders may (but shall not be obliged to) agree to such a limit if, in their opinion, to do so would avoid the relevant unlawfulness or personal liability. (1c) where Subject to the Agreed Security Principles, any member of the Restricted Group is not required to be that becomes a Material Company and any Material Company acquired in accordance with this Agreement after the Closing Date shall become a Guarantor pursuant to and grant Security as the Agreed Security Principles Required Holders may require (acting reasonably) (including, for the avoidance of doubt, provision of share security by the immediate Holding Company of the relevant Material Company) and such Material Company shall accede to the Intercreditor Agreement as soon as practicable and in any event within 45 days of delivery of any Annual Financial Statements delivered under Section 7.1 (Financial Statements) or within (i) in the case of any Material Company established or incorporated in England and Wales, as soon as is reasonably practicable and in any event, 60 days of its acquisition or (ii) in the case of any other Material Company, as soon as is reasonably practicable and in any event, 90 days of its acquisition, as the case may be. (d) For the avoidance of doubt, all calculations in connection with: (i) establishing whether or not any member of the Group incorporated is a Material Company; and (ii) the Guarantor coverage test set out in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security this Section 9.8, shall in each case be calculated in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage TestFixed GAAP. (b) Subject to the Agreed Security Principles, the Company shall procure that: (i) each member of the Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material Subsidiary”.

Guarantors. (a) The Company Parent shall procure that, subject to the Agreed Security Principles and this Clauseensure that at all times: (i) on each member of the date which Group that is one hundred and fifty a Material Company is a party to this Agreement as a Guarantor or has acceded to this Agreement as an Additional Guarantor (150but excluding at all times Frigoglass India Private Ltd.) days after in accordance with Clause 21 (Changes to the Closing Date; andObligors); (ii) thereafter, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is represents not less than 80 85 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements))Group's EBITDA; and (B) (in respect of sub-paragraph (b) aboveiii) the then most recent Annual Financial Statements delivered under Clause 25 aggregate gross assets of the Guarantors (Financial statements), except that in each case the earnings before interest, tax, depreciation calculated on an unconsolidated basis and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, excluding all intra-group items and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated investments in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA Subsidiaries of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes Group) represents not less than 75 per cent. of consolidated gross assets of the numerator in the Guarantor Coverage TestGroup. (b) Subject The Parent need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person's directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Note Agent may (but shall not be obliged to) agree to such a limit if such limit is also included on identical terms and at the same time to the Agreed Security Principles, corresponding provisions under the Company shall procure that:First Lien Facilities Agreement. (ic) Compliance with the conditions set out in this clause shall be determined by reference to the latest audited financial statements of the relevant member of the Group (consolidated in the case of each member of the Group which is a Material Subsidiary by reference to itself has Subsidiaries) and the Original Financial Statements (or, at the option latest audited consolidated financial statements of the CompanyGroup. However, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes if a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that member of the Group (that adjustment being certified by the Parent's Auditors as representing an accurate reflection of the revised EBITDA or gross assets of the Group). (d) A report by the Parent's Auditors that a member of the Group is or is not a Material Subsidiary solely by virtue Company shall, in the absence of paragraph (b) of the definition of “Material Subsidiary”.manifest error, be conclusive and binding on all Parties

Guarantors. (a) The Company Within 7 Business Days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Agreement Date, the Borrower shall procure thatdeliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary 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 Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within 7 Business Days) upon any Excluded Subsidiary ceasing to be subject to the Agreed Security Principles and this Clause: (i) restriction which prevented it from becoming a Guarantor on the date which is one hundred and fifty (150) days after Effective Date or delivering an Accession Agreement pursuant to this Section, as the Closing Date; and (ii) thereaftercase may be, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance such Subsidiary shall comply with the terms provisions of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage TestSection. (b) Subject to The Borrower may request in writing that the Agreed Security PrinciplesAdministrative Agent release, and upon receipt of such request the Company Administrative Agent shall procure that: release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) each member of the Group which such Guarantor is not otherwise required to be a Material Subsidiary by reference party to the Original Financial Statements Guaranty under the immediately preceding subsection (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statementsa)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafterno Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any company 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 becomes any of them is a Material Subsidiary (by reference party, shall be true and correct 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 most recent Annual Financial Statements delivered 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 accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under Clause 25.2 the Loan Documents; and (Financial statements)iv) becomes the Administrative Agent shall have received such 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 Guarantor and grants Transaction Security within representation by the Borrower that the matters set forth in the preceding sentence (both as of the date falling one hundred of the giving of such request and fifty (150) days after as of the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue effectiveness of paragraph (bsuch request) of the definition of “Material Subsidiary”are true and correct with respect to such request.

Guarantors. (a) The Company Within 7 Business Days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Agreement Date, the Borrower shall procure thatdeliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiv) of Section 5.1.(a) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within 7 Business Days) upon any Excluded Subsidiary ceasing to be subject to the Agreed Security Principles and this Clause: (i) restriction which prevented it from becoming a Guarantor on the date which is one hundred and fifty (150) days after Effective Date or delivering an Accession Agreement pursuant to this Section, as the Closing Date; and (ii) thereaftercase may be, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance such Subsidiary shall comply with the terms provisions of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage TestSection. (b) Subject to The Borrower may request in writing that the Agreed Security PrinciplesAdministrative Agent release, and upon receipt of such request the Company Administrative Agent shall procure that: release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) each member of the Group which such Guarantor is not otherwise required to be a Material Subsidiary by reference party to the Original Financial Statements Guaranty under the immediately preceding subsection (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statementsa)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafterno Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any company 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 becomes any of them is a Material Subsidiary (by reference party, shall be true and correct 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 most recent Annual Financial Statements delivered 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 accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under Clause 25.2 the Loan Documents; and (Financial statements)iv) becomes the Administrative Agent shall have received such 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 Guarantor and grants Transaction Security within representation by the Borrower that the matters set forth in the preceding sentence (both as of the date falling one hundred of the giving of such request and fifty (150) days after as of the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue effectiveness of paragraph (bsuch request) of the definition of “Material Subsidiary”are true and correct with respect to such request.

Guarantors. (a) The Company Within thirty (30) days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary) after the Agreement Date, the Borrower shall procure thatdeliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii), and (xiv) of Section 5.1.(a) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary ceasing to be subject to the Agreed Security Principles and this Clause: (i) restriction which prevented it from becoming a Guarantor on the date which is one hundred and fifty (150) days after Effective Date or delivering an Accession Agreement pursuant to this Section, as the Closing Date; and (ii) thereaftercase may be, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance such Subsidiary shall comply with the terms provisions of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage TestSection. (b) Subject to The Borrower may request in writing that the Agreed Security PrinciplesAdministrative Agent release, and upon receipt of such request the Company Administrative Agent shall procure that: release, a Guarantor from the Guaranty so long as: (i) each member of the Group which such Guarantor is not otherwise required to be a Material Subsidiary by reference party to the Original Financial Statements Guaranty under the immediately preceding subsection (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statementsa)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafterno Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any company of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which becomes any of them is a Material Subsidiary (by reference party, shall be true and correct 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 most recent Annual Financial Statements delivered 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 accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under Clause 25.2 the Loan Documents; and (Financial statements)iv) becomes the Administrative Agent shall have received such 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 Guarantor and grants Transaction Security within representation by the Borrower that the matters set forth in the preceding sentence (both as of the date falling one hundred of the giving of such request and fifty (150) days after as of the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue effectiveness of paragraph (bsuch request) of the definition of “Material Subsidiary”are true and correct with respect to such request.

Guarantors. (a) The Company Within 5 Business days following the date on which any of the following conditions applies to any Subsidiary or Unconsolidated Affiliate that is not already a Guarantor, the Parent and the Borrower shall procure that, subject cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement and the Agreed Security Principles items that would have been delivered under subsections (iv) through (viii) and this Clause(xii) of Section 5.1.(a) if such Subsidiary or Unconsolidated Affiliate had been a Guarantor on the Agreement Date: (i) on such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the date which is one hundred and fifty Parent; (1502) days after the Closing DateBorrower; and(3) any other Subsidiary of the Parent or the Borrower (except in the case of an Unconsolidated Affiliate Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate); or (ii) thereaftersuch Person is an RD Entity, on each date falling one hundred and fifty unless the Unencumbered Asset Value attributable to Eligible Properties owned by Non-Guarantors (150including such RD Entity) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members does not exceed 10.0% of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage TestUnencumbered Asset Value. (b) Subject to The Borrower may request in writing that the Agreed Security PrinciplesAdministrative Agent release, and upon receipt of such request the Company Administrative Agent shall procure that: release, a Guarantor from the Guaranty so long as: (i) each member of such Guarantor is not the Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing DateParent; and (ii) thereafter, any company which becomes such Guarantor is not otherwise required to be a Material Subsidiary (by reference party to the most recent Annual Financial Statements delivered Guaranty under Clause 25.2 the immediately preceding subsection (Financial statementsa); (iii) becomes no Default or Event of Default shall then be in existence or would occur as a Guarantor result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iv) the representations and grants Transaction Security within 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 falling one hundred of such release with the same force and fifty 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 (150in 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 have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request at least ten (10) days after (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 on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue giving of paragraph (b) such request and as of the definition date of “Material Subsidiary”the effectiveness of such request) are true and correct with respect to such request.

Guarantors. (a) The Company shall procure ensure that, subject to the Agreed Security Principles Principles, each member of the Restricted Group identified in Part 3 (Post-Closing Guarantors) of Schedule 2 (Conditions Precedent) as an Obligor shall become an Additional Guarantor and this Clause:shall grant the Transaction Security specified opposite the name of that member of the Group in Part 4 (Post-Closing Transaction Security Documents) of Schedule 2 (Conditions Precedent) within 30 Business Days of the Closing Date. (b) The Company shall ensure that, subject to the Agreed Security Principles, as soon as reasonably practicable and in any event within 90 days of the due date for delivery of the Compliance Certificate in respect of each of the Annual Financial Statements (commencing with the Compliance Certificate to be delivered in respect of the Annual Financial Statements for the Financial Year ending 31 December 2021): (i) on all Material Companies and all wholly-owned direct Holding Companies of the date which is one hundred and fifty (150) days after the Closing DateMaterial Companies are Guarantors; and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members aggregate EBITDA of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on an unconsolidated basis, excluding the same basis as Consolidated EBITDA) EBITDA of any member of the Guarantors is Restricted Group that generates negative EBITDA, and excluding all intra-Restricted Group items and investments in Restricted Subsidiaries of any member of the Restricted Group), represents not less than 80 per cent. of Consolidated Guarantor Jurisdictions EBITDA of the Group (the “Guarantor Coverage Test”), as defined below) tested annually and calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent annual financial statements of the members of the Restricted Group (the test referred to in this Clause 25.12 (being the “Coverage Test”)). For the purpose of determining whether the Coverage Test has been complied with, the Annual Financial Statements delivered under Clause 25 shall be adjusted to give pro forma effect to any acquisitions (including through mergers or consolidations) and Disposals of companies, undertakings and businesses which have taken place prior to the last day of the period covered by such Financial statements)); Statements and, where this test has to be satisfied in order for a Disposal or resignation of an Obligor to be permitted hereunder, to give pro forma effect to the relevant Disposal or resignation, (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Test. (bc) Subject to the Agreed Security Principles, the Company shall procure that:ensure that any member of the Restricted Group that is or becomes a guarantor under the Revolving Credit Facility Agreement (other than a Released Guarantor) shall promptly become an Additional Guarantor pursuant to Clause 29.4 (Additional Guarantors). (d) An Obligor which is a Guarantor on the Closing Date may not resign as a Guarantor under this Agreement unless (i) each member it is being disposed of the Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided thator (ii) as otherwise agreed by the Majority Noteholders. (e) Notwithstanding anything else in this Agreement there shall be no requirement for an Excluded SPV to accede to this Agreement as a Guarantor, and each Excluded SPV’s contribution to Guarantor Jurisdictions EBITDA shall be disregarded for the purposes of calculating the Coverage Test in each caseparagraph (ii) above. (f) For the purposes of this Clause 25.12, no share pledge or other Transaction Security will be granted over or “Guarantor Jurisdictions EBITDA” means the EBITDA of wholly-owned members of the Restricted Group incorporated in respect Guarantor Jurisdictions (calculated on a consolidated basis and excluding the EBITDA of any Excluded SPV and any other member of the Restricted Group that is not required to or cannot become a Material Subsidiary solely by virtue of paragraph (b) of Guarantor due to legal prohibitions or the definition of “Material Subsidiary”Agreed Security Principles).

Guarantors. (a) The Company shall procure that, subject to the Agreed Security Principles and this Clause: (i) on the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after Within 10 Business Days following the date on which either of the Annual Financial Statements are delivered following conditions first applies to any Subsidiary (other than a Foreign Subsidiary) that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent in accordance with the terms of this Agreement, sufficient members each of the Group following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) and (ii) the items that would have acceded as Additional Guarantors been delivered under (iii) through (vii), and have granted Transaction Security to ensure that the aggregate (xii) of the unconsolidated earnings before interest, tax, depreciation Section 5.1.(a) and amortisation (calculated Section 5.1.(b) if such Subsidiary had been a Loan Party on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference toAgreement Date: (A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or any other Subsidiary of the Borrower (other than an Excluded Subsidiary or a Foreign Subsidiary Guaranteeing or otherwise becoming obligated in respect of sub-paragraph (a) above) the Original Financial Statements (orIndebtedness of another Excluded Subsidiary or Foreign Subsidiary, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)as applicable); andor (B) (in respect i) such Subsidiary (other than a Foreign Subsidiary) owns an Unencumbered Asset or other asset the value of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group which is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation determination of EBITDA of the Group for the purpose of calculating compliance with this paragraph; Unencumbered Asset Value and (2ii) the EBITDA of such Subsidiary, or any member of the Group whose equity capital other Subsidiary that directly or indirectly owns any Equity Interest in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness that is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Testnot Nonrecourse Indebtedness. (b) Subject to The Borrower may request in writing that the Agreed Security PrinciplesAdministrative Agent release, and upon receipt of such request the Company Administrative Agent shall procure that: release, a Guarantor from the Guaranty so long as: (i) each member of the Group which such Guarantor is not otherwise required (or upon its release will not be required) to be a Material Subsidiary by reference party to the Original Financial Statements Guaranty under the immediately preceding subsection (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statementsa)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafterno Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any company of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which becomes any of them is a Material Subsidiary party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by reference 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 most recent Annual Financial Statements delivered 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 expressly permitted under Clause 25.2 the Loan Documents; and (Financial statements)iv) becomes the Administrative Agent shall have received such 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 Guarantor and grants Transaction Security within representation by the Borrower that the matters set forth in the preceding sentence (both as of the date falling one hundred of the giving of such request and fifty (150) days after as of the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue effectiveness of paragraph (bsuch request) of the definition of “Material Subsidiary”are true and correct with respect to such request.

Guarantors. (a) The Company shall procure that, subject to the Agreed Security Principles and this Clause: Within ten (i10) on the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after Business Days following the date on which any of the Annual Financial Statements are following conditions first applies to any Subsidiary of a Borrower (other than another Borrower) that is not already a Guarantor, the Borrower Representative shall deliver to the Agent each of the following in form and substance reasonably satisfactory to the Agent: (i) an Accession Agreement (or if at any time all Guarantors have been released from the Guaranty and as a result of such releases the Guaranty has terminated, a Guaranty substantially in the form of the Exhibit H) executed by such Subsidiary, and (ii) the items that would have been delivered under Section 5.1(a)(iii) through (a)(vii) and Section 5.1(a)(xiv) had any such Subsidiary 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 Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference toAgent: (A) (such Subsidiary Guarantees, or otherwise becomes obligated in respect of sub-paragraph (a) above) the Original Financial Statements (orof, at the option any Indebtedness of the CompanyTrust, by reference to a Borrower or any Subsidiary of the most recent Annual Financial Statements delivered under Clause 25 (Financial statements))Trust or a Borrower; andor (B) (i) such Subsidiary owns any asset the value of which is included in respect of sub-paragraph Borrowing Base Assets Pool and (ii) such Subsidiary (or any other Subsidiary that directly or indirectly owns an Equity Interest in such Subsidiary) has incurred, acquired or suffered to exist any Recourse Indebtedness. (b) above) The Borrower Representative may request in writing that the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements)Agent release, except that in each case and upon receipt of such request the earnings before interestAgent shall release, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for from the purposes of Guaranty so long as: (i) such calculation, and provided that: (1) where any member of the Group Guarantor is not required to be a Guarantor pursuant party to the Agreed Security Principles Guaranty under the immediately preceding subsection (includinga); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, for the avoidance including without limitation, a Default or Event of doubt, Default resulting from a violation of any member of the Group incorporated covenants contained in an Excluded Jurisdiction Section 9.1; (iii) the representations and warranties made or deemed made by each Borrower and each other Loan Party in the Loan Documents to which any member 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 Group who is otherwise unable or not required to grant a guarantee and security in accordance date of such release with the Agreed Security Principles)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, if elected 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 5 Business Days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Company, its earnings before interest, tax, depreciation and amortisation Borrower Representative to the Agent of any such request shall not be included constitute a representation by each Borrower that the matters set forth in the calculation of EBITDA preceding sentence (both as of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member date of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes giving of such request and as of the numerator in date of the Guarantor Coverage Testeffectiveness of such request) are true and correct with respect to such request. (b) Subject to the Agreed Security Principles, the Company shall procure that: (i) each member Sections 7.15 and Section 7.16 of the Group which is a Material Subsidiary Term Loan Agreement are hereby deleted in their entirety and shall be replaced by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material Subsidiary”.following:

Guarantors. (a) The Company shall procure thatSubject to Section 8.14.(b), if, during any fiscal quarter, (i) any Person becomes a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that has no material assets other than stock and securities of one or more Foreign Subsidiary), (ii) any Material Subsidiary ceases to be subject to the Agreed Security Principles and this Clause: (i) restriction which prevented it from becoming a Guarantor on the date which is one hundred and fifty Effective Date or delivering an Accession Agreement pursuant to this Section or (150iii) days after any Person provides a Guaranty of the Closing Date; and (ii) thereafterSenior Notes, on each date falling one hundred and fifty (150) days after then, not later than the date on which the Annual Financial Statements are Compliance Certificate is required to be delivered pursuant to Section 9.3. with respect to such fiscal quarter (or if such fiscal quarter is the fourth fiscal quarter, the fiscal year ending on the date of such fiscal quarter), the Borrower shall cause such Material Subsidiary to deliver to the Administrative Agent in accordance with the terms of this Agreement, sufficient members each of the Group following in form and substance reasonably satisfactory to the Administrative Agent: (y) an Accession Agreement executed by such Subsidiary and (z) the items that would have acceded as Additional Guarantors been delivered under subsections (iv) through (viii) and have granted Transaction Security to ensure (xv) of Section 6.1.(a) and under Section 6.1.(f) if such Subsidiary had been a Material Subsidiary (other than an Excluded Subsidiary, a Foreign Subsidiary or any Domestic Subsidiary that the aggregate has no material assets other than stock and securities of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated one or more Foreign Subsidiary) on the same basis as Consolidated EBITDA) of the Guarantors Agreement Date. As provided in Section 4.1.(d), a Property that is to become an Unencumbered Property and that is owned by a Subsidiary that is not less than 80 per centa Guarantor shall not be considered to be an Unencumbered Property until such time as the Administrative Agent shall have received the items referred to in Section 4.1.(d). of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to:​ (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) The Borrower may request in writing that the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements)Administrative Agent release, except that in each case and upon receipt of such request the earnings before interestAdministrative Agent shall release, tax, depreciation and amortisation of a Guarantor will(other than the Parent) from the Guaranty so long as: (i) such Guarantor owns no Unencumbered Property, if less than zero, be treated as zero for the purposes of nor any direct or indirect equity interest in any Subsidiary that owns an Unencumbered Property; (ii) such calculation, and provided that: (1) where any member of the Group Guarantor is not otherwise required to be a Guarantor pursuant party to the Agreed Security Principles Guaranty under the immediately preceding subsection (includinga); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, for the avoidance including without limitation, a Default or Event of doubt, Default resulting from a violation of any member of the Group incorporated covenants contained in an Excluded Jurisdiction Section 10.1.; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any member 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 Group who is otherwise unable or not required to grant a guarantee and security in accordance date of such release with the Agreed Security Principles)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, if elected 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 written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion) prior to the requested date of release. Delivery by the Company, its earnings before interest, tax, depreciation and amortisation Borrower to the Administrative Agent of any such request shall not be included constitute a representation by the Borrower that the matters set forth in the calculation of EBITDA preceding sentence (both as of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member date of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes giving of such request and as of the numerator in the Guarantor Coverage Test. (b) Subject to the Agreed Security Principles, the Company shall procure that: (i) each member date of the Group which is a Material Subsidiary by reference effectiveness of such request) are true and correct with respect to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material Subsidiary”.such request. ​

Guarantors. (aA) The Subject to paragraphs (B), (C) and (D) below, the Company shall procure ensure that, subject to at all times following the Agreed Security Principles and date of this ClauseAgreement: (i1) on the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate (without double counting) of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents no less than 80 per cent. 75% of the Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to:Group; and (A) (in respect of sub-paragraph (a) above2) the Original Financial Statements (or, at the option aggregate turnover of the CompanyGuarantors (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents not less than 75% of the turnover of the Group, in each case calculated by reference to the most recent Annual financial statements of the Group delivered pursuant to paragraph (A) of Clause 25.1 (Financial Statements delivered under statements) and paragraph (B) of Clause 25 25.1 (Financial statements)); and. (B) For the purposes of: (1) the calculation in respect of sub-paragraph (bA)(1) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of a any Guarantor will, if less than zero, which is negative shall be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included numerator in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph;in paragraph (A)(1) above; and (2) the EBITDA calculation in paragraph (A)(2) above, the turnover of any member of the Group whose equity capital Guarantor which is subject to Transaction Security negative shall be taken into account treated as zero for the purposes of the numerator in the Guarantor Coverage Testcalculation in paragraph (A)(2) above. (bC) Subject The Company need only perform its obligations under paragraph (A) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the Agreed Security Principlesrelevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the Company amount guaranteed. The Agent may (but shall procure not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (D) If the Company, in order to comply with the requirements of paragraph (A) above, notifies the Agent that it intends to accede a Subsidiary as an Additional Guarantor, there shall be no breach of paragraph (A) above, provided that: (i1) each member in the case of the Group any proposed Additional Guarantor which is incorporated in a Material Subsidiary by reference to the Original Financial Statements (orjurisdiction of incorporation of an existing Guarantor, at the option it accedes that Additional Guarantor within 45 days of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered relevant financial statements referred to in paragraph (B) above have been delivered; and (2) in the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect case of any member other proposed Additional Guarantor, it accedes that Additional Guarantor within 60 days of the Group that is a Material Subsidiary solely by virtue of date on which the relevant financial statements referred to in paragraph (bB) of the definition of “Material Subsidiary”above have been delivered.

Guarantors. (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, (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, or (iii) prior to the Investment Grade Election, a Subsidiary, including any Division Successor, that is not already a Guarantor (A) obtains an ownership interest in any Eligible Property, (B) generates any Unencumbered Management Fee EBITDA, (C) is not an Excluded Subsidiary and becomes a Material Subsidiary, or (D) is not a Parent Guarantor and becomes an owner, directly or indirectly, of any Equity Interests in any Captive Insurance Subsidiary or in any Subsidiary that is a Guarantor or is otherwise described in this clause (iii), 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 Company Borrower may request in writing that the Administrative Agent release a Guarantor, other than any Parent Guarantor, from the Guaranty so long as: (i) such Guarantor either (1) owns no Eligible Property, nor any direct or indirect equity interest in any Subsidiary that owns an Eligible Property or (2) has ceased to be a Subsidiary of the REIT pursuant to a transaction otherwise not prohibited pursuant to the Loan Documents or has become an Excluded Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall procure thatthen be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 6.16; (iv) 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 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 written request (which such request shall include a certificate of an Authorized Signatory of the 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 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) If the Investment Grade Election is made, the Administrative Agent shall promptly release all of the Guarantors described in clauses (d) and (e) of the definition of “Guarantor” from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the Agreed Security Principles and this Clausefollowing conditions: (i) the Borrower shall have delivered to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which the Investment Grade Release is one hundred to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary to be released and fifty (150) days after the Closing Dateproposed effective date for the Investment Grade Release; and (ii) thereafter, on each date falling one hundred and fifty (150) days after On the date on which the Annual Financial Statements are delivered Investment Grade Release is to become effective, the Administrative Agent in accordance with the terms of this Agreement, sufficient members shall have received a certificate signed by an Authorized Signatory of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interestBorrower, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference tocertifying that: (A) the Investment Grade Election have been made; (B) no Guarantor to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of sub-paragraph (a) above) the Original Financial Statements (orof, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements))any Unsecured Indebtedness; and (BC) at the time of the delivery of notice requesting such release, on the proposed effective date of the Investment Grade Release and immediately before and immediately after giving effect to the Investment Grade Release, (in respect x) no Default or Event of sub-paragraph Default has occurred and is continuing or would result therefrom and (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statementsy), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member no Default or Event of the Group Default has occurred and is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction continuing and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA representations and warranties contained in Article V are (I) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any member such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (II) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the Group whose equity capital extent any such representation or warranty is subject stated to Transaction Security relate solely to an earlier date, in which case such representation or warranty shall be taken into account for the purposes have been true and correct in all material respects on and as of the numerator in the Guarantor Coverage Testsuch earlier date. (bd) Subject Upon the release of any Person pursuant to this Section 6.17, the Administrative Agent shall (to the Agreed Security Principles, the Company shall procure that: (iextent applicable) each member of the Group which is a Material Subsidiary by reference deliver to the Original Financial Statements (orLoan Parties, upon the Loan Parties’ request and at the option of Loan Parties’ expense, such documentation as is reasonably requested by the Company, by reference Borrower (and reasonably satisfactory to the most recent Annual Financial Statements delivered Administrative Agent) or is necessary to evidence the release of such Person from its obligations under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material Subsidiary”Loan Documents.

Guarantors. (a) The Company shall procure that, subject to the Agreed Security Principles and this Clause: Promptly after any Person (ix) on the date which is one hundred and fifty (150required by Section 6.01(f) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Test. (b) Subject to the Agreed Security Principles, the Company shall procure that: (i) each member of the Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes disclosed as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Eligible Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 and in any event within 30 days thereafter), or (Financial statements)y) becomes a Guarantor and grants Transaction Security within (as defined in the date falling one hundred and fifty Revolving Credit Agreement) or a Borrower (150as defined in the Revolving Credit Agreement) days after under the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Revolving Credit Agreement, provided thatthe Company, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member shall cause such Person to (i) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Group Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (v) and (vi) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) of this Section 6.11(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. (i) Upon and no later than 30 days after the delivery to the Administrative Agent of the annual Financial Statements and accompanying Compliance Certificate pursuant to Section 6.01(b) and (c), in relation to any Subsidiary Guarantor that is has ceased to be a Material Subsidiary solely as of the end of such fiscal year, or (ii) upon and no later than 30 days after the Company receives notice that a Subsidiary Guarantor has become an Ineligible Material Subsidiary by virtue of paragraph the satisfaction of clause (a) or (b) of the definition of “Ineligible Material Subsidiary” solely due to a Change in Law after the date such Person became a Foreign Obligor here- under and the Company is unable, with the exercise of commercially reasonable efforts, to restore such Subsidiary’s status as an Eligible Material Subsidiary (in either case, a “Releasable Subsidiary”), provided there exists no Default (other than a Subsidiary Guarantor that has become an Ineligible Material Subsidiary by virtue of clause (a) of the definition of “Ineligible Material Subsidiary,” which the Company is unable, with the exercise of commercially reasonable efforts, to resolve, as to which such proviso shall not apply), the Company may deliver to the Administrative Agent a duly executed certificate of a Responsible Officer of the Company, in the form of Exhibit J (“Guarantor Release Certificate”) and, upon the receipt of such certificate by the Administrative Agent, such Releasable Subsidiary shall thereupon cease to be a Subsidiary Guarantor, subject to the possible future application of Section 6.11(a). The Administrative Agent shall with reasonable promptness execute and deliver such reasonable release documentation (which shall contain appropriate representations and warranties by the Company as to the circumstances underlying such release transaction, but shall require no representation, warranty or other undertaking on the part of the Administrative Agent) as the Company may reasonably request to evidence the release and termination of the Subsidiary Guaranty as to such Releasable Subsidiary. No release of any Subsidiary Guarantor shall in any way modify, affect or impair the enforceability of the Subsidiary Guaranty in respect of any other Subsidiary Guarantor.

Guarantors. (a) The Company shall procure that, subject to the Agreed Security Principles and this Clause: (i) on the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most ​ ​ recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Test. (b) Subject to the Agreed Security Principles, the Company shall procure that: (i) each member of the Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material Subsidiary”.

Guarantors. (a) The Company shall procure that, subject Subject to the Agreed Security Principles and this ClausePrinciples, the Company shall ensure that: (i) as soon as reasonably practicable and in any event on or before the date which is one hundred and fifty (150) 60 days after (and excluding) the Closing Date (the “Initial Test Date”); and (ii) thereafter, on each the date falling one hundred and fifty (150) which is 60 days after (and excluding) the date on which the Annual financial statements for the Relevant Period ending on 31 December in any Financial Statements Year are delivered to the Agent in accordance (commencing with the terms of this AgreementFinancial Year ending 31 December 2021), sufficient members each member of the Group have acceded as Additional Guarantors and have granted Transaction Security is necessary to ensure that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the unconsolidated same basis as Consolidated EBITDA, as defined in Clause 21.1 (Financial Definitions)) by reference to: (A) in respect of the Initial Test Date, the Quarterly Financial Statements with a Quarter Date ending 31 December 2019; and (B) in respect of any test under paragraph (a)(ii) above, the most recent Quarterly Financial Statements with a Quarter Date ending 31 December delivered to the Agent under this Agreement, and excluding any intra group items of the Guarantors represents not less than 75 per cent. of Consolidated EBITDA (as defined in Clause 21.1 (Financial Definitions) (calculated on the same basis as Consolidated EBITDA) (the “Guarantor and Security Coverage Test”) of the Group, subject to paragraph (b) below, accedes as an Additional Guarantor. (b) For the purposes of the calculations contemplated by paragraph (a) above: (i) the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero (for both the purposes of such calculation, numerator and provided that:the denominator); and (1ii) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in (calculated on the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2same basis as Consolidated EBITDA) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Test.Group: (bA) Subject to incorporated in Estonia or Lithuania; (B) which, in accordance with the Agreed Security Principles, the Company shall procure that:is not capable of becoming a Guarantor; or (iC) each member of the Group which is a Material Subsidiary by reference to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Declined Guarantor and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will shall be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material Subsidiary”disregarded.

Guarantors. (a) The Subject to paragraphs (b), (c), (d) and (e) below, the Company shall procure ensure that, subject to at all times on and after the Agreed Security Principles and this Clausedate (the “Guarantee Take-up Date”) four weeks after the Closing Date: (i) on the date which each Material Company is one hundred and fifty (150) days after the Closing Datea Guarantor; and (ii) thereafter, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interestof, taxrespectively, depreciation gross assets, net assets, pre-Tax profits and amortisation (calculated on the same basis as Consolidated EBITDA) revenues of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation calculated on an unconsolidated basis and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, excluding all intra-Group items and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated investments in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA Subsidiaries of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for Group) exceeds 80 per cent. of, respectively, the purposes consolidated gross assets, net assets, pre-Tax profits or revenues of the numerator in the Guarantor Coverage TestGroup. (b) Subject to the Agreed Security Principles, the The Company shall procure be required to comply with paragraph (a) above at all times after the Guarantee Take-up Date, provided that: (i) each member if, as a result of an acquisition of any new company or business (an “Additional Acquisition”), one or more Subsidiaries of the Company are required to accede to this Agreement as Guarantor(s) in order for paragraph (a) above to be complied with, the Company shall ensure that such accession is completed within 45 days from the date of the Additional Acquisition; (ii) if any Annual Financial Statements or Quarterly Financial Statements demonstrate that one or more additional Subsidiaries are required to accede to this Agreement as Guarantors in order to comply with paragraph (a) above (other than as a result of transfers of assets or any other transaction between members of the Group), then the Company shall ensure that such accession(s) is or are completed within 45 days of delivery of the relevant Annual Financial Statements or Quarterly Financial Statements; and (iii) if any transfer of assets or other transaction between members of the Group is proposed, which would result in paragraph (a) not being complied with following such transfer or other transaction, then the Company must ensure that one or more of its Subsidiaries accede to this Agreement as Guarantor such that paragraph (a) above will be complied with immediately upon completion of such transfer or other transactions. (c) The Company need only perform its obligations under paragraph (a) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal liability for that person’s directors or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (d) No breach of paragraphs (a) or (b) above will occur, if the breach is a Material Subsidiary by reference to result of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ not being a Guarantor on the Original Financial Statements (orGuarantee Take-up Date, provided that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is a Guarantor at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) accedes as an Additional Obligor and grants Transaction Security within all times on or after the date which is one hundred and fifty (150) days 8 weeks after the Closing Date; and. (iie) thereafter, any company which becomes a Material Subsidiary (by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statements)) becomes a Guarantor The Company shall ensure that at all times on and grants Transaction Security within the date falling one hundred and fifty (150) days after the date on which Closing Date, the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that Target is a Material Subsidiary solely by virtue of paragraph (b) of the definition of “Material Subsidiary”Guarantor.

Guarantors. (a) The Company Within fifteen (15) Business Days after the date of any Person becoming a Required Guarantor, the Borrower shall procure that, subject deliver to the Agreed Security Principles Administrative Agent each of the following in form and this Clause:substance reasonably satisfactory to the Administrative Agent: (A) (i) on with respect to any owner of the date which is one hundred Equity Interests of the Borrower, a joinder or amendment to the Parent Guaranty to unconditionally guaranty the Guaranteed Obligations hereunder in their entirety, and fifty (150) days after the Closing Date; and (ii) thereafter, on each date falling one hundred with respect to any such Subsidiary an Accession Agreement executed by such Required Guarantor and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements items that would have been delivered under Clause 25 subsections (Financial statements)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, except that however, promptly (and in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: any event within fifteen (115) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2Business Days) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage Test.upon any (b) Subject to The Borrower may request in writing that the Agreed Security PrinciplesAdministrative Agent release, and upon receipt of such request the Company Administrative Agent shall procure that: release any Guarantor that is no longer a Required Guarantor, so long as (i) each member the Borrower shall certify in writing that no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the Group which is covenants contained in Section 10.1. (as evidenced by a Material Subsidiary by reference Compliance Certificate showing calculation in reasonable detail of such covenants on a pro forma basis after giving effect to the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statementssuch release)) accedes as an Additional Obligor ; and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafter, any company which becomes a Material Subsidiary the Administrative Agent shall have received such written request at least ten (by reference 10) Business Days (or such shorter period as may be reasonably acceptable to the most recent Annual Financial Statements delivered under Clause 25.2 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 (Financial statements)) becomes a Guarantor and grants Transaction Security within both as of the date falling one hundred of the giving of such request and fifty (150) days after as of the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue effectiveness of paragraph (bsuch request) of the definition of “Material Subsidiary”are true and correct with respect to such request.

Guarantors. (a) The Company Within thirty (30) days of any Person becoming a Material Subsidiary (other than an Excluded Subsidiary or a Foreign Subsidiary) after the Agreement Date, the Borrower shall procure thatdeliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii), and (xiv) of Section 5.1.(a) if such Subsidiary had been a Material Subsidiary on the Agreement Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary ceasing to be subject to the Agreed Security Principles and this Clause: (i) restriction which prevented it from becoming a Guarantor on the date which is one hundred and fifty (150) days after Effective Date or delivering an Accession Agreement pursuant to this Section, as the Closing Date; and (ii) thereaftercase may be, on each date falling one hundred and fifty (150) days after the date on which the Annual Financial Statements are delivered to the Agent in accordance such Subsidiary shall comply with the terms provisions of this Agreement, sufficient members of the Group have acceded as Additional Guarantors and have granted Transaction Security to ensure that the aggregate of the unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the Guarantors is not less than 80 per cent. of Consolidated EBITDA of the Group (the “Guarantor Coverage Test”), calculated by reference to: (A) (in respect of sub-paragraph (a) above) the Original Financial Statements (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25 (Financial statements)); and (B) (in respect of sub-paragraph (b) above) the then most recent Annual Financial Statements delivered under Clause 25 (Financial statements), except that in each case the earnings before interest, tax, depreciation and amortisation of a Guarantor will, if less than zero, be treated as zero for the purposes of such calculation, and provided that: (1) where any member of the Group is not required to be a Guarantor pursuant to the Agreed Security Principles (including, for the avoidance of doubt, any member of the Group incorporated in an Excluded Jurisdiction and any member of the Group who is otherwise unable or not required to grant a guarantee and security in accordance with the Agreed Security Principles), if elected by the Company, its earnings before interest, tax, depreciation and amortisation shall not be included in the calculation of EBITDA of the Group for the purpose of calculating compliance with this paragraph; (2) the EBITDA of any member of the Group whose equity capital is subject to Transaction Security shall be taken into account for the purposes of the numerator in the Guarantor Coverage TestSection. (b) Subject to The Borrower may request in writing that the Agreed Security PrinciplesAdministrative Agent release, and upon receipt of such request the Company Administrative Agent shall procure that: release, a Guarantor from the Guaranty so long as: (i) each member of the Group which such Guarantor is not otherwise required to be a Material Subsidiary by reference party to the Original Financial Statements Guaranty under the immediately preceding subsection (or, at the option of the Company, by reference to the most recent Annual Financial Statements delivered under Clause 25.2 (Financial statementsa)) accedes as an Additional Obligor and grants Transaction Security within the date which is one hundred and fifty (150) days after the Closing Date; and (ii) thereafterno Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any company of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which becomes any of them is a Material Subsidiary (by reference party, shall be true and correct 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 most recent Annual Financial Statements delivered 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 accurate on and as of such earlier date) and except for changes in factual circumstances expressly permitted under Clause 25.2 the Loan Documents; and (Financial statements)iv) becomes the Administrative Agent shall have received such 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 Guarantor and grants Transaction Security within representation by the Borrower that the matters set forth in the preceding sentence (both as of the date falling one hundred of the giving of such request and fifty (150) days after as of the date on which the Annual Financial Statements are delivered to the Agent in accordance with the terms of this Agreement, provided that, in each case, no share pledge or other Transaction Security will be granted over or in respect of any member of the Group that is a Material Subsidiary solely by virtue effectiveness of paragraph (bsuch request) of the definition of “Material Subsidiary”are true and correct with respect to such request.