Common use of Guarantors Clause in Contracts

Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.

Guarantors. 18.1. Each Guarantor: If any Subsidiary of a Guarantees Loan Party is formed or acquired after the Agreement Date or if an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will notify the Credit Parties in writing thereof within 10 Business Days following the date on which such Subsidiary is formed or acquired or such Excluded Subsidiary ceases to be an Excluded Subsidiary (jointly or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date: (i) the Borrower will cause each such Subsidiary (other than an Excluded Subsidiary) to (A) execute and severally if deliver a Subsidiary Joinder Agreement and a Perfection Certificate and (B) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent shall reasonably request (it being understood that a pledge of Voting Equity Interests in any Foreign Subsidiary or Foreign Subsidiary Holdco shall not include more than one) repayment 65% of the Voting Equity Interests of such Foreign Subsidiary or Foreign Subsidiary Holdco if a pledge of a greater percentage would result in material adverse tax consequences to Cabins to Rent of all amounts payable the Borrower and its Subsidiaries (as reasonably determined by the Hirer Borrower in consultation with Administrative Agent)), (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of any Loan Party, the Borrower will cause such Equity Interests to be pledged pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA andCollateral Documents, to the extent permissible required by lawthe Collateral and Guarantee Requirement, waives any notices not later than the tenth Business Day after the date on which such Subsidiary is formed or rights acquired (it being understood that Voting Equity Interests in each such Subsidiary that is a Foreign Subsidiary or Foreign Subsidiary Holdco shall not include more than 65% of the Voting Equity Interests of such Subsidiary if a pledge of a Debtor under PPSA greater percentage would result in material adverse tax consequences to the extent inconsistent Borrower and its Subsidiaries (as reasonably determined by the Borrower in consultation with these terms. h Acknowledges that Administrative Agent)), (iii) the Borrower will cause each such Subsidiary to become a party to the Master Intercompany Note not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired, and (iv) the Borrower will deliver or cause to be delivered to the Administrative Agent such certificates and legal opinions as would have been required had such Subsidiary been a Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely on the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorClosing Date.

Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins ▇▇▇▇▇▇ to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.

Guarantors. 18.1. Each (a) In the event that (i) Borrower determines that certain Real Estate or other asset of a Wholly Owned Subsidiary of the Borrower or a Controlled JV Entity is to be included in the calculation of Unencumbered Asset Value and (ii) such Wholly Owned Subsidiary of the Borrower or Controlled JV Entity, as applicable, has incurred, acquired, suffered to exist or otherwise is liable with respect to Unsecured Indebtedness, the Borrower shall, as a condition to such inclusion, cause each such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Wholly Owned Subsidiary or Controlled JV Entity is the first Guarantor: a Guarantees (jointly , then such Subsidiary shall execute and severally if more than one) repayment to Cabins to Rent of all amounts payable by deliver the Hirer pursuant to this Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and the performance of all such Wholly Owned Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. Further, as a condition to any Subsidiary of the Hirer’s obligations under this Borrower or Controlled JV Entity, as applicable, that owns an Unencumbered Property or other assets the value of which is then included in the determination of Unencumbered Asset Value incurring, acquiring, suffering to exist or otherwise becoming liable with respect to Unsecured Indebtedness, Borrower shall cause such Subsidiary or Controlled JV Entity, as applicable, to execute and deliver to Agent a Joinder Agreement (and if such Subsidiary or Controlled JV Entity is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary or Controlled JV Entity, as applicable, shall become a Guarantor hereunder. (b) Borrower shall cause any Subsidiary of the Borrower that is the borrower or co-borrower under, guarantees, or otherwise becomes obligated in respect of, any Unsecured Indebtedness of the Borrower or any other Subsidiary of the Borrower, to simultaneously execute and deliver to Agent a Joinder Agreement (and if such Subsidiary is the first Guarantor, then such Subsidiary shall execute and deliver the Guaranty and such Subsidiary and Borrower shall execute and deliver the Contribution Agreement), and such Subsidiary shall become a Guarantor hereunder. (c) Any Subsidiary or Controlled JV Entity subject to clauses (a) or (b) above shall not be restricted by its respective organizational documents and Applicable Law, from serving as a Guarantor hereunder. b Acknowledges that Cabins The Borrower shall further cause all applicable representations and warranties in the Loan Documents with respect to Rent has entered into this Agreement the Guarantors, if any, to be true and correct in all material respects with respect to each such Subsidiary, or Controlled JV Entity with the Hirer same effect as if made at the request and as of the Guarantor, that Cabins time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to Rent might not have done so without the Guarantor’s guaranteebe true and correct only as of such specified date, and that Cabins any representation or warranty that is qualified by any materiality standard shall be required to Rent doing so is a benefit to be true and correct in all respects). In connection with the Guarantor. c Agrees that if delivery of the Hirer does not pay any amount, Guaranty or perform any obligation, under this such Joinder Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent Borrower shall deliver to the Hirer or to any Agent such organizational agreements, resolutions, consents, opinions and other Guarantor; or iv The insolvency, bankruptcy or liquidation (documents and instruments as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorAgent may reasonably require.

Guarantors. 18.1. Each Guarantor: a Guarantees guarantees (jointly and severally if more than one) repayment to Waikato Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b Acknowledges that Waikato Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Waikato Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Waikato Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to RentWaikato Cabins, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Waikato Cabins to Rent against any resulting Loss, Loss and will pay the amount of any such Loss to Waikato Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This this Agreement being unenforceable or otherwise defective; or ii Any any variation or release of this Agreement, or any other Guarantor; or iii Any any concessions by Waikato Cabins to Rent to the Hirer or to any other Guarantor; or iv The the insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.

Guarantors. 18.1. 18.1 Each Guarantor: a : (a) Guarantees (jointly and severally if more than one) repayment to Wheely Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all of the Hirer’s obligations under this Agreement. b . (b) Acknowledges that Wheely Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Wheely Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Wheely Cabins to Rent doing so is a benefit to the Guarantor. c . (c) Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d . (d) Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent▇▇▇▇▇▇ ▇▇▇▇▇▇, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Wheely Cabins to Rent against any resulting Lossloss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f loss to (e) Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i (i) This Agreement being unenforceable or otherwise defective; or ii (ii) Any variation or release of this Agreement, or any other Guarantor; or iii (iii) Any concessions by Wheely Cabins to Rent to the Hirer or to any other Guarantor; or iv (iv) The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v (v) Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g . (f) Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h . (g) Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.

Guarantors. 18.1. Each Guarantor: If any Subsidiary of a Guarantees Loan Party is formed or acquired after the Agreement Date or if an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower will notify the Credit Parties in writing thereof within 30 days following the date on which such Subsidiary is formed or acquired or such Excluded Subsidiary ceases to be an Excluded Subsidiary (jointly or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date: (i) the Borrower will cause each Loan Party and severally if each of its Subsidiaries (other than an Excluded Subsidiary) to (A) execute and deliver a Subsidiary Joinder Agreement in form and substance satisfactory to the Administrative Agent and (B) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Secured Obligations as the Administrative Agent shall reasonably request (it being understood that a pledge of Voting Equity Interests in any Controlled Foreign Corporation or Foreign Subsidiary Holdco shall not include more than one) repayment 65% of the Voting Equity Interests of such Foreign Subsidiary or Foreign Subsidiary Holdco if a pledge of a greater percentage would result in material adverse tax consequences to Cabins to Rent of all amounts payable each Loan Party and its Subsidiaries (as reasonably determined by the Hirer Borrower in consultation with Administrative Agent)); (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of any Loan Party, the Borrower will cause such Equity Interests to be pledged pursuant to this Agreement, and the performance of all Collateral Documents not later than the tenth Business Day after the date on which such Subsidiary is formed or acquired (it being understood that Voting Equity Interests in each such Subsidiary that is a Controlled Foreign Corporation or Foreign Subsidiary Holdco shall not include more than 65% of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request Voting Equity Interests of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is such Subsidiary if a benefit pledge of a greater percentage would result in material adverse tax consequences to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee Loan Party and this Agreement its Subsidiaries (as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable reasonably determined by the Hirer under this Agreement Borrower in consultation with Administrative Agent)); (iii) [Reserved], and (iv) the Borrower will deliver or any collateral securities are not recoverable by Cabins cause to Rent, whether be delivered to the Administrative Agent such certificates and legal opinions as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any would have been required had such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as Subsidiary been a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to on the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorClosing Date.

Guarantors. 18.1. Each Guarantor: (a) On the Effective Date, the Borrower shall cause each of its Subsidiaries (other than Excluded Foreign Subsidiaries) that is or is required as of such date to be a Guarantees (jointly and severally if more than one) repayment to Cabins to Rent borrower, issuer or guarantor in respect of all amounts payable by the Hirer pursuant to this Agreement, and the performance of all any of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Existing Credit Agreement, the Guarantor will do so on demand. d Agrees that Existing Notes, the Guarantor is liable under this guarantee and this Agreement as if it were Notes, the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement Bridge Facility or any collateral securities are not recoverable by Cabins other senior Indebtedness for borrowed money of the Borrower to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as become a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release hereunder by delivering an executed counterpart of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to . (b) On the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA andClosing Date, to the extent permissible by lawnot already effected pursuant to paragraph (a) above, waives any notices or rights of a Debtor under PPSA the Borrower shall cause (i) the Acquired Company and its subsidiaries (other than Excluded Foreign Subsidiaries), in each case to the extent inconsistent with these terms. h Acknowledges that (x) any Surviving Acquired Company Senior Notes, any Acquired Company Convertible Notes or any other Indebtedness for borrowed money of the Guarantor has either had independent legal advice prior Acquired Company or its subsidiaries in a principal amount in excess of $125,000,000 remain outstanding on such date (immediately after giving effect to executing these terms orthe Transactions occurring on or before the Closing Date) and (y) such Person is a borrower, if that has not occurredissuer or guarantor thereof and (ii) each Subsidiary of the Borrower (including, immediately after giving effect to the Transactions occurring on or before the Closing Date, the Acquired Company and its subsidiaries (but excluding any Excluded Foreign Subsidiaries)) that is solely or is required as of such date to be a borrower, issuer or guarantor in respect of any of the Guarantor’s own choice freely madeExisting Credit Agreement, the Existing Notes, the Notes, the Bridge Facility or any other senior Indebtedness for borrowed money of the Borrower, in each case to become a Guarantor hereunder by delivering an executed counterpart of a Guarantor Joinder Agreement or comparable guaranty documentation reasonably satisfactory to the Administrative Agent. (c) Subject to paragraphs (a) and (b) above, if, at any time following (i) the Effective Date, any Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary) either becomes or becomes required to be a borrower, issuer or guarantor in respect of any of the Existing Credit Agreement, the Existing Notes, the Notes, the Bridge Facility or any other senior Indebtedness for borrowed money of the Borrower or (ii) the Closing Date, any Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary) either provides or becomes required to provide a Guarantee in respect of any Surviving Acquired Company Senior Notes, any Acquired Company Convertible Notes (in each case to the extent then outstanding) or any other Indebtedness for borrowed money of the Acquired Company or its subsidiaries in a principal amount in excess of $125,000,000, then in each case the Borrower shall cause such Person to become a Guarantor hereunder by delivering an executed counterpart of a Guarantor Joinder Agreement or comparable guaranty documentation reasonably satisfactory to the Administrative Agent within ten (10) Business Days following such occurrence (or such longer time period agreed to by the Administrative Agent in its reasonable discretion) (it being understood that such Guarantor Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the documentation delivered pursuant to Section 4.01(b)). If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Borrower in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any such Guarantor Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 5.10, dated as a result of the date of such Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorJoinder Agreement or comparable guaranty documentation.

Guarantors. 18.1. Each Guarantor: The Obligors will cause any Subsidiary which becomes liable for (either as a Guarantees borrower or a guarantor) Indebtedness in respect of any Credit Agreement, to enter into a subsidiary guaranty agreement which shall be in a form substantially comparable to and not more restrictive than such guaranty and otherwise reasonably acceptable to the Obligors and the Required Holders providing for a guaranty of the obligations of the Obligors under the Notes and this Agreement (jointly a “Subsidiary Guaranty”) and severally if more than one) repayment to Cabins deliver to Rent each of all amounts payable by the Hirer holders of the Notes (substantially concurrently with the incurrence of any such guaranty obligation pursuant to this any Credit Agreement) the following items: (i) a certificate signed by an authorized Responsible Officer of the Obligors making representations and warranties substantially to the effect of those contained in Sections 5.4(a), 5.6 and 5.7, with respect to such Subsidiary and the performance Subsidiary Guaranty, as applicable; and (ii) an opinion of all external counsel for the Obligors addressed to each of the Hirer’s obligations under this Agreementholders of the Notes reasonably satisfactory to the Required Holders, substantially to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). b Acknowledges that Cabins The holders of the Notes agree to Rent has entered into this Agreement with discharge and release any Subsidiary Guarantor from any Subsidiary Guaranty upon the Hirer at the written request of the GuarantorObligors, provided that Cabins (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Credit Agreement and the Obligors so certify to Rent might not have done so without the Guarantor’s guaranteeholders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Obligors shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and that Cabins to Rent doing so (iii) if any fee or other form of consideration is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or given to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) holder of Indebtedness of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” Obligors for the purposes purpose of such release, holders of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorNotes shall receive equivalent consideration.

Guarantors. 18.1. If this Agreement contains the signature of a Guarantor, each Guarantor agrees as follows: (a) Each Guarantor: a Guarantees (, jointly and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this Agreementseverally, and the performance guarantees payment of all of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement Applicant's Obligations hereunder in accordance with the Hirer at the request terms and conditions hereof. (b) Each Guarantor agrees that such Guarantor's guarantee of the GuarantorApplicant's Obligations hereunder is absolute, that Cabins to Rent might not have done so without the Guarantor’s guaranteeunconditional and continuing, and that Cabins no notice of the Issuance of any Credit need be given to Rent doing so is a benefit to the such Guarantor. c Agrees that if Such obligations shall be unconditional irrespective of the Hirer does not pay any amountgenuineness, validity or perform any obligation, under this Agreement, enforceability of the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer Obligations of Applicant under this Agreement or, to the fullest extent permitted by applicable law, any other circumstance that might otherwise constitute a legal or equitable discharge of a surety or guarantor. (c) Each Guarantor waives any rights such Guarantor may have under. or any collateral securities are not recoverable requirement Imposed by Cabins any statute or regulation that would otherwise require Issuer to Rentproceed first against Applicant or Applicant's assets. Should Issuer seek to enforce the obligations of any Guarantor hereunder, whether as a matter of law or as a matter of facteach Guarantor hereby waives any requirement that issuer first enforce any rights and remedies against Applicant, the Guarantor will indemnify Cabins to Rent against any resulting Lossother Guarantor or against any Collateral which may have been given to secure the Applicant's Obligations hereunder. (d) Each Guarantor's obligations hereunder shall continue to be effective or be reinstated if at any lime any payment or deposit by or for the account of Applicant Is rescinded or must otherwise be returned by Issuer, including, without limitation, upon the Insolvency, bankruptcy or reorganization of Applicant, as if such payment or deposit had not been made. (e) Each Guarantor authorizes Issuer and will pay any correspondent, or either of them, without notice to such Guarantor and without affecting such Guarantor's liability hereunder, to rearrange. extend, amend, waive defaults in, compromise or release the Obligations of Applicant, any other Guarantor or any other person (other than such Guarantor), including extensions, amendments, increases or reductions in any Credit; provided, however, without the written consent of such Guarantor, no action referred to above shall have the effect of increasing the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their Guarantor's obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantorhereunder.

Guarantors. 18.1. Each Guarantor: a Guarantees (jointly a) Subject to clauses (b) and severally if more than one(c) repayment to Cabins to Rent of below, the Borrower at all amounts payable by the Hirer pursuant to this Agreement, and the performance of times shall cause all of the Hirer’s Wholly-Owned Subsidiaries that are guarantors of either or both of (i) the Senior Notes (or any replacement or refinancing debt in respect thereof) and (ii) the obligations under this Agreement. b Acknowledges that Cabins the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), to Rent has entered into be Guarantors. (b) Within thirty (30) days after any Wholly-Owned Subsidiary becomes a guarantor of the Senior Notes (or any replacement or refinancing debt in respect thereof) or the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), the Borrower shall cause such Wholly-Owned Subsidiary to execute and deliver a Joinder to the Administrative Agent. (c) If at any time (i) a Guarantor ceases to be a guarantor of the Senior Notes (or any replacement or refinancing debt in respect thereof) and ceases to be a guarantor of the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), (ii) a Guarantor is dissolved, sold, merged, amalgamated or otherwise disposed of in a manner permitted by this Agreement with or (iii) the Hirer at outstanding principal amount of the Senior Notes (or any replacement or refinancing debt in respect thereof) is equal to or less than $150,000,000 and a Guarantor ceases to be a guarantor of the Existing Credit Agreement (or any replacement or refinancing debt in respect thereof), (A) such Guarantor shall be automatically released from its obligations hereunder, without any need for any formal action by the Administrative Agent or Lender, and (B) the Borrower shall provide notice of any such event to the Administrative Agent. Upon the written request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this AgreementBorrower, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for Administrative Agent shall execute any reason any amounts payable documents reasonably requested by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins Borrower in order to Rent, whether as a matter of law or as a matter of fact, acknowledge the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount release of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their Guarantor from its obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantor.

Guarantors. 18.1(a) Subject to the provisions set forth below, the Borrower shall cause each of its Material Subsidiaries to execute and deliver to the Agent the Subsidiary Guaranty or a joinder thereto. In the event that the Borrower shall request that a Property owned or leased by a Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 2.16, cause each Subsidiary Owner and Indirect Owner in respect thereof to execute and deliver to Agent a joinder to the Subsidiary Guaranty, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) or (c) of the definition thereof, the Borrower shall cause such Subsidiary (and, in the case of a Material Subsidiary pursuant to clause (b) of the definition thereof, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein) to execute and deliver to Agent a joinder to the Subsidiary Guaranty, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each Guarantor: such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantees Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Subsidiary Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of any joinder to the Subsidiary Guaranty as provided for herein, the Borrower shall deliver to the Agent such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (jointly b) In the event that the Borrower shall request that a Property owned or leased, directly or indirectly, by a Qualified Joint Venture be included as an Unencumbered Pool Asset, the Borrower shall, as a condition to the addition of such Unencumbered Pool Asset, in addition to the requirements of Section 2.16 and severally if more than oneSection 6.10(a), cause each Qualified Joint Venture Minority Owner of such Qualified Joint Venture to execute and deliver to Agent the Joint Venture Guaranty or a joinder thereto, and such Qualified Joint Venture Minority Owner shall thereby become a Joint Venture Guarantor hereunder. Each such Qualified Joint Venture Minority Owner shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Joint Venture Guarantors to be true and correct with respect to each such Qualified Joint Venture Minority Owner. In connection with the delivery of the Joint Venture Guaranty or any joinder thereto as provided for herein, the Borrower shall deliver, or cause to be delivered, to the Agent (i) repayment to Cabins to Rent of all amounts payable the extent requested by the Hirer Agent or any Lender, all information and documentation regarding any such new Joint Venture Guarantor that is required under the Patriot Act and similar “know your customer” requirements, and (ii) such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require. (c) The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release, a Subsidiary Guarantor or a Joint Venture Guarantor from the applicable Guaranty so long as: (i) such Guarantor is not (or simultaneously upon its release as a Guarantor will not be) required to be a party to the Guaranty under the immediately preceding subsection (a) or (b), (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same 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 not prohibited under the Loan Documents, and (iv) the Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Agent) prior to the requested date of release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the provisions of this Section 6.10(c) shall not apply to the REIT. (d) Notwithstanding the terms of Section 6.10(a) and Section 6.10(c), from and after any date that Agent receives written notice from the Borrower that the Borrower has obtained an Investment Grade Rating, then (i) subject to the terms of this Section 6.10(d), Material Subsidiaries pursuant to clauses (a) and (c) of the definition thereof shall no longer be required to be Guarantors under this Agreement, and (ii) Agent shall promptly release such Material Subsidiaries from the performance Guaranty; provided, however, that notwithstanding the foregoing, (A) Agent shall not be obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred and be continuing, and (B) no Material Subsidiary within the meaning of clause (b) of the definition thereof shall be released. If, at any time after the Borrower obtains an Investment Grade Rating, the Borrower no longer has and maintains an Investment Grade Rating, the Borrower shall within thirty (30) days after such occurrence cause all Material Subsidiaries to once again become Guarantors by (x) executing a joinder to the Subsidiary Guaranty (or, if a Subsidiary Guaranty is not in effect at such time, by executing and delivering a Subsidiary Guaranty), and (y) further causing to be satisfied within such thirty (30) day period all of the Hirer’s obligations under this Agreement. b Acknowledges provisions of Section 6.10(a) that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit would be applicable to the addition of a new Guarantor. c Agrees that In no event shall the provisions of this Section 6.10(d) entitle the REIT or any Joint Venture Guarantor to be released from the Guaranty. For the avoidance of doubt, if at any time during which the Hirer does not pay any amount, or perform any obligation, under this AgreementBorrower has an Investment Grade Rating, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting provisions of clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriateb) of the Hirer or any other Guarantor; or v Any other act, omission, or rule definition of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law Material Subsidiary shall be applicable to a different effect. g Acknowledges that Subsidiary of Borrower, the Borrower shall nonetheless be required to cause such Subsidiary to become a Guarantor is not a “Debtor” for in accordance with the purposes provisions of Section 6.10(a) regardless of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorBorrower having obtained such Investment Grade Rating.

Guarantors. 18.1. Each Guarantor: a Guarantees (jointly and severally if more a) At any time prior to the Guarantor Release Date, within 10 Business Days following the date on which any Subsidiary (other than onean Excluded Subsidiary) repayment to Cabins to Rent of all amounts payable is formed or acquired by the Hirer pursuant Borrower, the Borrower shall deliver to this Agreementthe Agents each of the following in form and substance satisfactory to the Agents: (i) an Accession Agreement (or if no Guaranty is then in effect, the Guaranty) executed by such Subsidiary, (ii) if such Subsidiary is formed or acquired prior to the Collateral Release Date, a Pledge Agreement with respect to 100% of the Equity Interests in such Subsidiary, executed by the Borrower and/or such Subsidiary(ies) of the Borrower that own such Equity Interests, and (iii) the performance items that would have been delivered under subsections (iv) (if such Subsidiary is formed or acquired prior to the Collateral Release Date), (v) through (ix) and (xv) of all Section 5.1(a) if such Subsidiary had been a Loan Party on the Agreement Date. (b) Within 10 Business Days following the date on which any Subsidiary that is not already a Guarantor (other than an Excluded Subsidiary) Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Hirer’s Borrower or any other Subsidiary of the Borrower, the Borrower shall deliver to the Agents each of the following in form and substance satisfactory to the Agents: (i) an Accession Agreement (or if no Guaranty is then in effect, the Guaranty) executed by such Subsidiary, (ii) if such Subsidiary becomes a Guarantor hereunder prior to the Collateral Release Date, a Pledge Agreement with respect to 100% of the Equity Interests in such Subsidiary, executed by the Borrower and/or such Subsidiary(ies) of the Borrower that own such Equity Interests, and (iii) the items that would have been delivered under subsections (iv) (if such Subsidiary becomes a Guarantor hereunder prior to the Collateral Release Date), (v) through (ix) and (xv) of Section 5.1(a) if such Subsidiary had been a Loan Party on the Agreement Date. (c) At any time that the Borrower shall have received and then have in effect an Investment Grade Rating, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, each Guarantor from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (b), (ii) no Event of Default resulting from a violation of any of the covenants contained in Section 9.1 shall then be in existence, nor would any Default or Event of Default under the Loan Documents occur as a result of such release; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same 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 expressly permitted under the Loan Documents; (iv) a Responsible Officer of the Borrower shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Guarantor is either being released from its obligations under this Agreement. b Acknowledges that Cabins each Senior Financing Transaction or has not then provided (and is not then required by the terms of any Senior Financing Transaction to Rent has entered into this Agreement provide) a guaranty or otherwise be obligated with respect to any Senior Financing Transaction to which the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so Borrower is a benefit party or to which it is simultaneously (or substantially simultaneously) entering into; 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 GuarantorAdministrative Agent) prior to the requested date of release (such date, provided that all conditions described in this Section 7.13(c) have been satisfied, is referred to as the “Guarantor Release Date”). c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable Delivery by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins Borrower to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount Administrative Agent of any such Loss 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 Cabins such request. (d) Prior to Rent the Guarantor Release Date, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i) such Guarantor will become (and is permitted hereunder to become) an Excluded Subsidiary within 10 Business Days following the date of such release, (ii) no Event of Default resulting from a violation of any of the covenants contained in Section 9.1 shall then be in existence, nor would any Default or Event of Default under the Loan Documents occur as a principal debtor result of such release; (iii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on demand. f Agrees that their obligations and as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omission, or rule date of law which would, were it not for this clause, such release a guarantor or indemnifier, with the same force and irrevocably waives any rule effect as if made on and as of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, such date except to the extent permissible by law, waives any notices or rights 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 Debtor 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 PPSA the Loan Documents; (iv) a Responsible Officer of the Borrower shall have delivered to the extent inconsistent with these termsAdministrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that such Guarantor is, or within 10 Business Days following the date of such release will become, an Excluded Subsidiary; 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) prior to the requested date of release. h Acknowledges Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely matters set forth in the Guarantor’s own choice freely made, preceding sentence (both as of the date of the giving of such request and as a result of the Guarantor irrevocably waives any rights which date of the lack effectiveness of that independent advice might otherwise have given the Guarantorsuch request) are true and correct with respect to such request.

Guarantors. 18.1. Each Guarantor: If any Foreign Subsidiary is formed or acquired after the Closing Date which directly or indirectly holds any Media Assets or any outstanding shares of Capital Stock of a Guarantees WFOE which is party to an Internal Control Agreement with respect to such Media Assets, the Borrower and each of the other Credit Parties will, within three Business Days after such Foreign Subsidiary is formed or acquired, notify the Agent and the Lenders thereof and the Borrower and each of the other Credit Parties shall cause such Foreign Subsidiary to become a Guarantor hereunder by (jointly and severally if more than onei) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant executing a joinder to this AgreementAgreement in the form of Exhibit G hereto, (ii) executing a guaranty in the form of Exhibit D hereto, and (iii) executing a joinder to the performance of all Guarantor Security Agreement of the Hirer’s obligations under this AgreementGuarantors in the form of Exhibit B thereto. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount Upon delivery of any such Loss joinders and such guaranty to Cabins Agent, notice of which is hereby waived by the parties hereto, each such Guarantor shall be as fully a party hereto as if such Guarantor were an original signatory hereof. In addition, each Credit Party will cause any equity interest in such Foreign Subsidiary and Indebtedness owned by or on behalf of such Foreign Subsidiary to Rent as a principal debtor be added to the Collateral. The Borrower shall deliver all certificates, documents, instruments and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditionalagreements, including all constitutive documents, resolutions, secretary’s certificates, opinions of counsel, and will financing statements, and take all such action, reasonably requested by the Agent in furtherance of the foregoing. Each Guarantor expressly agrees that its obligations arising hereunder shall not be released affected or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation diminished by the addition or release of this Agreement, or any other Guarantor; or iii Any concessions Guarantor hereunder, nor by Cabins any election of Agent not to Rent to the Hirer or to cause any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) such Foreign Subsidiary of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, Borrower and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes each of the PPSA and, other Credit Parties to the extent permissible by law, waives any notices or rights of become a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantorhereunder.

Guarantors. 18.1. Each Guarantor: a Guarantees (Guarantors of Lessee’s obligations herein assumed and guarantors of the promissory note issued by reason of this agreement also appear under condition of joint and several debtors, expressly agreeing to what is established herein, and be jointly and severally if more than one) repayment to Cabins to Rent severally, unconditionally, irrevocably and irreversibly responsible with Lessee for full and complete settlement of all amounts payable by the Hirer pursuant to Financial Obligations, commitment fee, default interest, penalties, interest of 1% per month, attorney fees, costs, expenses and other comminations expressed in this Agreement, confirming and recognizing them as a liquid and due right. Sole paragraph - In the performance case of one or more Guarantors qualified in the preamble, or one or more Guarantors qualified in the attached bail instrument to this Agreement become bankrupted, insolvent , subject to judicial or extrajudicial intervention, special administration regime or liquidation (or plead any these schemes), come to death or, even if their economic and financial situation deteriorate to the point of making them not idoneous based solely on the parameters used by Lessor, then Lessee is required to appoint new Guarantors and/or bailees within 5 (five) days due to the obligations of this Agreement such Guarantors and bailees with free real estate, unhindered and unencumbered, sufficient to meet all of monetary obligations then due and falling due. The term stipulated herein for such appointment shall be counted from the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with the Hirer at the request application of the Guarantor, that Cabins to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit to the Guarantor. c Agrees that if the Hirer does not pay any amount, bankruptcy or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, insolvency declaration or any other Guarantor; or iii Any concessions by Cabins to Rent to the Hirer or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation (as appropriate) of the Hirer or any other Guarantor; or v Any other act, omissionabove schemes, or rule death, or even from written notice given by Lessor to Lessee asking it to replace Guarantors and/or bailees in view of law which would, were it not for this clause, release a guarantor or indemnifier, the precarious economic and irrevocably waives any rule of law to a different effectfinancial situation presented. g Acknowledges that If the Guarantor appointment is not a “Debtor” for made within above stipulated term and / or if appointments do not show the purposes conditions listed above, the Agreement may be terminated at the Lessor sole discretion with application, of the PPSA and, to the extent permissible by law, waives any notices or rights of a Debtor under PPSA to the extent inconsistent with these terms. h Acknowledges that the Guarantor has either had independent legal advice prior to executing these all terms or, if that has not occurred, that is solely the Guarantor’s own choice freely made, and as a result the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the Guarantorcontained in Clause 22 without exception.

Guarantors. 18.1. Each Guarantor: (a) To the extent any Subsidiary executes and delivers a Guarantees (jointly and severally if more than one) repayment to Cabins to Rent of all amounts payable by the Hirer pursuant to this AgreementGuaranty of, and the performance of all or otherwise becomes obligated in respect of, any Indebtedness of the Hirer’s obligations under this Agreement. b Acknowledges that Cabins to Rent has entered into this Agreement with Parent, the Hirer at the request Borrower or any Subsidiary of the GuarantorBorrower (including, that Cabins without limitation, either of the Existing Revolving Facilities), the Borrower shall, within five (5) Business Days (or such longer period as the Administrative Agent may reasonably determine) cause such Subsidiary to Rent might not have done so without the Guarantor’s guarantee, and that Cabins to Rent doing so is a benefit deliver to the Guarantor. c Agrees that if Administrative Agent each of the Hirer does not pay any amount, or perform any obligation, under this Agreement, the Guarantor will do so on demand. d Agrees that the Guarantor is liable under this guarantee following in form and this Agreement as if it were the sole principal debtor and not merely a surety. e Agrees that, without limiting clause 18.1c, if for any reason any amounts payable by the Hirer under this Agreement or any collateral securities are not recoverable by Cabins to Rent, whether as a matter of law or as a matter of fact, the Guarantor will indemnify Cabins to Rent against any resulting Loss, and will pay the amount of any such Loss to Cabins to Rent as a principal debtor and on demand. f Agrees that their obligations as a Guarantor are absolute and unconditional, and will not be released or in any way affected by: i This Agreement being unenforceable or otherwise defective; or ii Any variation or release of this Agreement, or any other Guarantor; or iii Any concessions by Cabins to Rent substance satisfactory to the Hirer Administrative Agent: (a) a Guaranty executed by such Subsidiary in the form of Exhibit B attached hereto (or to any other Guarantor; or iv The insolvency, bankruptcy or liquidation a joinder thereto) and (as appropriateb) of the Hirer or any other Guarantor; or v Any other act, omission, or rule of law which would, were it not for this clause, release a guarantor or indemnifier, and irrevocably waives any rule of law to a different effect. g Acknowledges that the Guarantor is not a “Debtor” for the purposes of the PPSA and, to the extent permissible reasonably requested by lawthe Administrative Agent, waives the items that would have been delivered under subsections (iv) through (viii) and (xvi) of Section 6.1.(a) if such Person had been a Guarantor on the Agreement Date. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, any notices Subsidiary from its Guaranty hereunder so long as all guaranties by such Subsidiary of any other Indebtedness have been released and there is no Default or rights Event of Default in existence or that would occur as a Debtor under PPSA result of such release. (c) Within five (5) Business Days of the Parent executing and delivering a Guaranty of any Indebtedness of the Borrower or any Subsidiary (except for (i) guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability, (ii) the Indebtedness set forth on Schedule 8.14.(c), and (iii) guaranties of tenant improvement allowances with respect to any Property owned by any of its Subsidiaries to the extent inconsistent such guaranties are entered into in the ordinary course of the Borrower’s business and consistent with these terms. h Acknowledges that past practice), the Guarantor has either had independent legal advice prior Borrower shall cause the Parent to executing these terms or, if that has not occurred, that is solely amend the Guarantor’s own choice freely made, and as a result Parent Guaranty to unconditionally guaranty the Guarantor irrevocably waives any rights which the lack of that independent advice might otherwise have given the GuarantorObligations hereunder in their entirety.