Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company Issuer and the General Partner will cause each of its Restricted their Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to to, concurrently therewith: (i1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty guarantee by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company Issuer hereunder or thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it such Person (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyIssuer and the General Partner); (3iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders request of the Notes agree Issuer and the General Partner and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon pursuant to Section 9.9(a) shall be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall have occurred and be continuing, (3) no amount is then due and payable under its Subsidiary Guaranty, (iii4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Issuer and the General Partner certifying as to the matters set forth in clauses (1) through (4). Although it will not be a Default or an Event of Default if the Issuer or the General Partner fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge on the Subsidiary Guarantors from their obligations under the Subsidiary Guarantydate of Closing that is specified in Section 3.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject TheSubject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness of any Obligor under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will Issuer may, and may cause each of the Parent to, at its Restricted Subsidiaries that guarantees or otherwise becomes liable election (but subject to Section 9.8(c)), at any time or from time to time, whether as cause any Subsidiary which is not then a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility Subsidiary Guarantor to concurrently therewithbecome a Subsidiary Guarantor if the following conditions are satisfied: (i) enter into each holder of a Note shall have received an agreement in form and substance satisfactory executed Subsidiary Guaranty or joinder to the Required Holders providing for the guaranty by an existing Subsidiary Guaranty from such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); andGuarantor; (ii) deliver to the following extent required by or otherwise delivered pursuant to a Principal Credit Facility, each of holder of a Note: (1) Note shall have received an executed counterpart opinion or opinions of counsel in all applicable jurisdictions to the combined effect that such Subsidiary Guaranty of such Subsidiary GuarantyGuarantor has been duly authorized, executed and delivered by such Subsidiary Guarantor and constitutes a legal, valid and binding obligation enforceable against such Subsidiary Guarantor in accordance with its terms, all as subject to any exceptions and assumptions of the type set forth in the opinions referenced in Section 4.4 and as are reasonable under the circumstances; (2iii) to the extent required by or otherwise delivered pursuant to a Principal Credit Facility, each holder of a Note shall have received a certificate signed by an authorized responsible of the Secretary (or other appropriate officer or person) of such Restricted the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers and containing representations and warranties on behalf of such Restricted Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.85.19, 5.9, 5.10 5.21 and 5.16 5.22 of this Agreement (but with respect to such Restricted Subsidiary Guarantor and such Subsidiary Guaranty rather than the CompanyIssuer); (3iv) to the extent fees and expenses are required to be paid pursuant to a Principal Credit Facility in connection with such Subsidiary becoming obligated on any Indebtedness under or with respect to such Principal Credit Facility, all documents as may be reasonably requested by reasonable fees and expenses of the Required Holders to evidence holders of the due organizationNotes, continuing existence and good standing including, without limitation, the reasonable fees of such Restricted Subsidiary and not more than one special counsel representing all of the due authorization by holders of the Notes in all requisite action on the part of such Restricted Subsidiary of applicable jurisdictions, incurred in connection with the execution and delivery of such the Subsidiary Guaranty and shall be paid or payable by the performance by such Restricted Subsidiary of its obligations thereunderIssuer; and (4v) an opinion of counsel reasonably satisfactory to the Required Holders covering extent required by or otherwise delivered pursuant to a Principal Credit Facility, each holder of a Note shall have received a certificate of a Senior Financial Officer of the Issuer that at such matters relating time and immediately after giving effect to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestno Default or Event of Default shall have occurred and be continuing. (b) Subject to Sections 9.9 Section 9.8(c), at the election of the Issuer and 9.10by written notice to each holder of Notes, any Subsidiary Guarantor, including any Initial Subsidiary Guarantor, may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders of the Notes agree to discharge and release or any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Companyother Person; provided, provided in each case, that (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 Material Credit Facility and the Company so certifies after giving effect to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that discharge no Default or Event of Default existsshall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty and (iii) if within ten Business Days after such occurrence, each holder of Notes shall have received a certificate of a Senior Financial Officer of the Issuer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements; provided further that, in the event that at any fee time after a Subsidiary Guarantor has been released from its Subsidiary Guaranty pursuant to this Section 9.8 and such Subsidiary thereafter becomes obligated on any Indebtedness under or other form of consideration is given with respect to any holder of Debt of Principal Credit Facility, its Subsidiary Guaranty shall be automatically reinstated and the Company for Issuer shall, within ten Business Days after such occurrence (or such later date as agreed by the purpose of Required Holders), cause such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree Subsidiary so required to become a Subsidiary Guarantor to execute and deliver the documents required in Section 9.8(a); provided further, however, that in the event that at any time, a Pool Owner that is not otherwise obligated on any Indebtedness under or with respect to any Principal Credit Facility (and is not therefore otherwise required to become a Subsidiary Guarantor pursuant to this Section 9.8) becomes obligated on any Indebtedness (other than ordinary course operating Indebtedness of such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations Pool Owner that is otherwise permitted under the terms of clause (d), (f), (g), (h) or (i) of Section 10.7), the Issuer shall, within ten Business Days after such occurrence (or such later date as agreed by the Required Holders), cause such Pool Owner to become a Subsidiary Guarantor and to execute and deliver the documents required in Section 9.8(a). (c) The Issuer agrees that so long as any Subsidiary is a guarantor or borrower under or with respect to any Principal Credit Facility, such Subsidiary shall at all such times be a Subsidiary Guarantor in accordance with the provisions of Section 9.8(a); provided that, for the avoidance of doubt, no Subsidiary shall be deemed to be a guarantor or borrower under or with respect to any Principal Credit Facility if such Subsidiary is released from its obligations thereunder simultaneously with the release from its Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company Parent will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement a joinder to the Subsidiary Guaranty, in substantially the form and substance attached to the Subsidiary Guaranty or otherwise reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiary Guarantors, of (1x) the prompt payment in full when due of all amounts payable by the Company and the Parent pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company and the Parent thereunder subject to such limitations as may be provided in the Subsidiary Guaranty and (2y) the prompt, full and faithful performance, observance and discharge by the Company and the Parent of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary GuarantyGuaranty Joinder”); and (ii) deliver the following to each of Purchaser and holder of a Note: (1A) an executed counterpart of such the Subsidiary GuarantyGuaranty Joinder; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty Joinder rather than the CompanyCompany and the Parent); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty Joinder and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty Joinder as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge each Purchaser and release holder of Notes, any Subsidiary Guarantor from that was a party to the Subsidiary Guaranty upon at Closing or has provided a Subsidiary Guaranty Joinder under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under any Note Document by such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). The holders In the event of the Notes agree any such release, for purposes of Section 10.9, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any the Material Credit Facility to concurrently therewith: (ia) enter into an agreement (substantially in the form and substance satisfactory to the Required Holders of Schedule 1(d) attached hereto) providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, effect as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 Section 1 of this Agreement (but with respect to such Restricted Subsidiary and such the Subsidiary Guaranty rather than the Companyattached hereto as Schedule 1(d); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (bc) Subject to Sections 9.9 the requirements of Section 9.7(a), in the event that a Subsidiary Guarantor is no longer a borrower, co-obligor or guarantor or jointly liable under the Material Credit Facility, at the election of the Company and 9.10by written notice to each holder of Notes, any such Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders of the Notes agree to discharge and release or any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Companyother Person, provided provided, in each case, that (i) after giving effect to such Subsidiary Guarantor has been released release no Default or Event of Default shall have occurred 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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officercontinuing, (ii) at the time no amount is then due and payable under such Subsidiary Guaranty, (iii) each holder of such release and discharge, the Company Notes shall deliver have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements and (iv) to the extent that any fee is paid to lenders under the Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Material Credit Facility) is paid ratably to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of based on the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyoutstanding principal amount thereof.

Subsidiary Guarantors. (a) The Company will Issuer may, and may cause each of the Parent to, at its Restricted Subsidiaries that guarantees or otherwise becomes liable election (but subject to Section 9.8(c)), at any time or from time to time, whether as cause any Subsidiary which is not then a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility Subsidiary Guarantor to concurrently therewithbecome a Subsidiary Guarantor if the following conditions are satisfied: (i) enter into each holder of a Note shall have received an agreement in form and substance satisfactory executed Subsidiary Guaranty or joinder to the Required Holders providing for the guaranty by an existing Subsidiary Guaranty from such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); andGuarantor; (ii) deliver to the following extent required by or otherwise delivered pursuant to a Principal Credit Facility, each of holder of a Note: (1) Note shall have received an executed counterpart opinion or opinions of counsel in all applicable jurisdictions to the combined effect that such Subsidiary Guaranty of such Subsidiary GuarantyGuarantor has been duly authorized, executed and delivered by such Subsidiary Guarantor and constitutes a legal, valid and binding obligation enforceable against such Subsidiary Guarantor in accordance with its terms, all as subject to any exceptions and assumptions of the type set forth in the opinions referenced in Section 4.4 and as are reasonable under the circumstances; (2iii) to the extent required by or otherwise delivered pursuant to a Principal Credit Facility, each holder of a Note shall have received a certificate signed by an authorized responsible of the Secretary (or other appropriate officer or person) of such Restricted the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers and containing representations and warranties on behalf of such Restricted Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.85.19, 5.9, 5.10 5.21 and 5.16 5.22 of this Agreement (but with respect to such Restricted Subsidiary Guarantor and such Subsidiary Guaranty rather than the CompanyIssuer); (3iv) to the extent required to be paid pursuant to a Principal Credit Facility, all documents as may be reasonably requested by reasonable fees and expenses of the Required Holders to evidence holders of the due organizationNotes, continuing existence and good standing including, without limitation, the reasonable fees of such Restricted Subsidiary and not more than one special counsel representing all of the due authorization by holders of the Notes in all requisite action on the part of such Restricted Subsidiary of applicable jurisdictions, incurred in connection with the execution and delivery of such the Subsidiary Guaranty and shall be paid or payable by the performance by such Restricted Subsidiary of its obligations thereunderIssuer; and (4v) an opinion of counsel reasonably satisfactory to the Required Holders covering extent required by or otherwise delivered pursuant to a Principal Credit Facility, each holder of a Note shall have received a certificate of a Senior Financial Officer of the Issuer that at such matters relating time and immediately after giving effect to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestno Default or Event of Default shall have occurred and be continuing. (b) Subject to Sections 9.9 Section 9.8(c), at the election of the Issuer and 9.10by written notice to each holder of Notes, any Subsidiary Guarantor, including any Initial Subsidiary Guarantor, may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders of the Notes agree to discharge and release or any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Companyother Person, provided provided, in each case, that (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 Material Credit Facility and the Company so certifies after giving effect to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that discharge no Default or Event of Default existsshall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty and (iii) if each holder of Notes shall have received a certificate of a Senior Financial Officer of the Issuer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements. (c) The Issuer agrees that so long as any fee Subsidiary is a guarantor or other form of consideration is given borrower under or with respect to any holder Principal Credit Facility, such Subsidiary shall at all such times be a Subsidiary Guarantor in accordance with the provisions of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantySection 9.8(a).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiary Guarantors, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision duties required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); andand Waste Connections, Inc. Note Purchase Agreement (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary Guarantor containing representations and warranties on behalf of such Restricted Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 (consistent with the supplemental representations made by the Parent in the Assumption Agreement) and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyGuaranty); (3C) all documents as may be reasonably and customarily requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary Guarantor and the due authorization by all requisite action on the part of such Restricted Subsidiary Guarantor of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary Guarantor of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such customary matters relating to such Restricted Subsidiary Guarantor and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution and delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt Indebtedness, in its capacity as a holder of the Company such Indebtedness, under such Material Credit Facility for the purpose of such release, other than the repayment of all or a portion of such indebtedness and amounts due in connection with such repaymentIndebtedness, the holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith (provided that, for the avoidance of doubt, this condition shall not apply to customary and usual fees paid in connection with the termination and replacement of a Material Credit Facility and out-of-pocket expenses, including attorneys’ fees, incurred in connection therewith), and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.1(k), all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. (c) The holders Company shall at all times, directly or indirectly, own 100% of the Notes agree to execute and deliver such documents which are necessary or desirable to terminateequity interest of each Subsidiary Guarantor. Waste Connections, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.Inc. Note Purchase Agreement

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon or joinder thereto under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable for the repayment at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility Facility, to concurrently therewith: (i) enter into an agreement in form and substance satisfactory a guaranty or a supplement to the Required Holders providing for guaranty substantially in the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, form of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it Schedule 9.7 (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty or a supplement to such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing a secretary’s certificate of such Restricted Subsidiary consistent with the requirements of Section 4.3(b) (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the due authorization by all requisite action on the part of such Restricted Subsidiary of Company) with respect to the execution and delivery of such the Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderthereunder and, where, applicable, good standing of such Subsidiary in its jurisdiction of organization dated not more than 30 days prior to the date of the documents delivered pursuant to clause (ii)(A) above; and (4D) to the extent required under any Material Credit Facility in connection with such joinder as a Subsidiary Guarantor, an opinion of counsel reasonably satisfactory (which may be of in-house counsel) to the Required Holders covering effect that all agreements or instruments effecting such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestjoinder are enforceable in accordance with their terms. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder effective upon the written request satisfaction of the Company, provided that following conditions (and without the need for the execution or delivery of any other document by the holders): (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration on a pro rata basis (or other form of consideration reasonably acceptable to the Notes agree Required Holders) substantially concurrently with the release hereunder; and (v) each holder shall have received a certificate of a Responsible Officer certifying as to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.matters set forth in clauses (i) through

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). The holders In the event of the Notes agree any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. jointly and severally, absolutely, unconditionally, and irrevocably guaranty to each of the Lenders and shall be surety for: (a) The Company will cause each the full and prompt payment of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any timethe principal of and interest on the Notes when due, whether as a borrower or an additional or co-borrower at stated maturity, upon acceleration or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiaryat all times thereafter, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by sums which may now be or may hereafter become due and owing under the Company pursuant to Notes, the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Credit Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and other Loan Documents; (2b) the prompt, full and faithful performance, observance and discharge by the Company payment of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it all Enforcement Costs (a “Subsidiary Guaranty”as hereinafter defined in Paragraph 7 hereof); and (iic) deliver the following to each full, complete, and punctual observance, performance, and satisfaction of holder all of a Note: (1) an executed counterpart the obligations, duties, covenants, and agreements of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to Borrower under the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Credit Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution Loan Documents. All amounts due, debts, liabilities, and delivery of such Subsidiary Guaranty payment obligations described in subparagraphs (a) and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject of this Paragraph 1 are referred to Sections 9.9 herein as the “Facility Indebtedness.” All obligations described in subparagraph (c) of this Paragraph 1 are referred to herein as the “Obligations.” Notwithstanding the foregoing, Subsidiary Guarantors and 9.10Lenders agree that each Subsidiary Guarantor’s obligations hereunder shall not exceed the greater of: (i) the aggregate amount of all monies received, the holders of the Notes agree to discharge and release any directly or indirectly, by such Subsidiary Guarantor from Borrower after the date hereof (whether by loan, capital infusion or other means), or (ii) the respective amounts shown in the column headed “Subsidiary Guaranty upon Guarantor Maximum Liability” on the written request schedule attached hereto as Exhibit B and made a part hereof, being ninety-five percent (95%) of the Companyvalue of the Mortgage Property owned by such Subsidiary Guarantor (or, in the case, of a Subsidiary Guarantor which owns a Pledged Equity Interest in the owner of a Partnership Interest Property, ninety-five percent (95%) of the value of such Partnership Interest Property multiplied by such Subsidiary Guarantor’s percentage ownership interest in such owner) as of the date hereof using in each case either the most recent Appraisal of such Mortgage Property or Partnership Interest Property or, if there is no Appraisal of such Mortgage Property or Partnership Interest Property or if such Appraisal is more than six (6) months old, the “as-is” value of such Mortgage Property or Partnership Interest Property as of the date hereof as established by Borrower and the Administrative Agent. The maximum liability under clause (ii) of the preceding sentence for each Subsidiary Guarantor joining in this Guaranty after the date hereof shall be calculated in the same fashion but using values as of the date of such joinder instead of as of the date hereof. In the event a Subsidiary Guarantor shall make any payment or payments under this Guaranty each other Subsidiary Guarantor of the Facility Indebtedness shall contribute to such Subsidiary Guarantor an amount equal to such non-paying Subsidiary Guarantor’s pro rata share (based on their respective maximum liabilities hereunder) of such payment or payments made by such Subsidiary Guarantor, provided that (i) such Subsidiary Guarantor has been released contribution right shall be subordinate and discharged (or will be released and discharged concurrently with junior in right of payment in full of all the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies Indebtedness to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantyLenders.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Prepayment Settlement Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (ia) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary providing the guaranty containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; andand Roanoke Gas Company Private Shelf Agreement (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Parent REIT and the Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Primary Credit Facility to concurrently therewith: (ia) enter into an agreement a joinder to the Subsidiary Guaranty in the form and substance satisfactory appended to the Required Holders providing for Subsidiary Guaranty as Exhibit A thereto executed at the guaranty by such Restricted SubsidiaryClosing, on a joint guarantor Joinder Agreement (as defined in the Intercreditor Agreement) (if applicable), and several basis with all other such Restricted Subsidiaries, of a Grantor Joinder Agreement (1as defined in the Intercreditor Agreement) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”if applicable); and (iib) deliver the following to each of Purchaser and holder of a Note: (1i) an executed counterpart of such joinder to the Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.16 and 5.16 5.18 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company)) in the form of Exhibit B to the Subsidiary Guaranty; (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating with respect to such Restricted Subsidiary and such Subsidiary Guaranty as joinder in substantially the Required Holders may reasonably request. (b) Subject form of opinion delivered at the Closing with respect to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request and Subsidiary Guarantors that existed as of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantyClosing.

Subsidiary Guarantors. (a) The Company will Issuer may, and may cause each of the Parent to, at its Restricted Subsidiaries that guarantees or otherwise becomes liable election (but subject to Section 9.8(c)), at any time or from time to time, whether as cause any Subsidiary which is not then a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility Subsidiary Guarantor to concurrently therewithbecome a Subsidiary Guarantor if the following conditions are satisfied: (i) enter into each holder of a Note shall have received an agreement in form and substance satisfactory executed Subsidiary Guaranty or joinder to the Required Holders providing for the guaranty by an existing Subsidiary Guaranty from such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); andGuarantor; (ii) deliver to the following extent required by or otherwise delivered pursuant to a Principal Credit Facility, each of holder of a Note: (1) Note shall have received an executed counterpart opinion or opinions of counsel in all applicable jurisdictions to the combined effect that such Subsidiary Guaranty of such Subsidiary GuarantyGuarantor has been duly authorized, executed and delivered by such Subsidiary Guarantor and constitutes a legal, valid and binding obligation enforceable against such Subsidiary Guarantor in accordance with its terms, all as subject to any exceptions and assumptions of the type set forth in the opinions referenced in Section 4.4 and as are reasonable under the circumstances; (2iii) to the extent required by or otherwise delivered pursuant to a Principal Credit Facility, each holder of a Note shall have received a certificate signed by an authorized responsible of the Secretary (or other appropriate officer or person) of such Restricted the new Subsidiary Guarantor as to due authorization, charter documents, board resolutions and the incumbency of officers and containing representations and warranties on behalf of such Restricted Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.85.19, 5.9, 5.10 5.21 and 5.16 5.22 of this Agreement (but with respect to such Restricted Subsidiary Guarantor and such Subsidiary Guaranty rather than the CompanyIssuer); (3iv) to the extent required to be paid pursuant to a Principal Credit Facility, all documents as may be reasonably requested by reasonable fees and expenses of the Required Holders to evidence holders of the due organizationNotes, continuing existence and good standing including, without limitation, the reasonable fees of such Restricted Subsidiary and not more than one special counsel representing all of the due authorization by holders of the Notes in all requisite action on the part of such Restricted Subsidiary of applicable jurisdictions, incurred in connection with the execution and delivery of such the Subsidiary Guaranty and shall be paid or payable by the performance by such Restricted Subsidiary of its obligations thereunderIssuer; and (4v) an opinion of counsel reasonably satisfactory to the Required Holders covering extent required by or otherwise delivered pursuant to a Principal Credit Facility, each holder of a Note shall have received a certificate of a Senior Financial Officer of the Issuer that at such matters relating time and immediately after giving effect to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestno Default or Event of Default shall have occurred and be continuing. (b) Subject to Sections 9.9 Section 9.8(c), at the election of the Issuer and 9.10by written notice to each holder of Notes, any Subsidiary Guarantor, including any Initial Subsidiary Guarantor, may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders of the Notes agree to discharge and release or any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Companyother Person,; provided, provided in each case, that (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 Material Credit Facility and the Company so certifies after giving effect to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that discharge no Default or Event of Default existsshall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty and (iii) if within ten Business Days after such occurrence, each holder of Notes shall have received a certificate of a Senior Financial Officer of the Issuer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements; provided further that, in the event that at any fee time after a Subsidiary Guarantor has been released from its Subsidiary Guaranty pursuant to this Section 9.8 and such Subsidiary thereafter becomes obligated on any Indebtedness under or other form of consideration is given with respect to any holder of Debt of Principal Credit Facility, its Subsidiary Guaranty shall be automatically reinstated and the Company for Issuer shall, within ten Business Days after such occurrence (or such later date as agreed by the purpose of Required Holders), cause such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree Subsidiary so required to become a Subsidiary Guarantor to execute and deliver the documents required in Section 9.8(a); provided further, however, that in the event that at any time, a Pool Owner that is not otherwise obligated on any Indebtedness under or with respect to any Principal Credit Facility (and is not therefore otherwise required to become a Subsidiary Guarantor pursuant to this Section 9.8) becomes obligated on any Indebtedness (other than ordinary course operating Indebtedness of such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations Pool Owner that is otherwise permitted under the terms of clause (d), (f), (g), (h) or (i) of Section 10.7), the Issuer shall, within ten Business Days after such occurrence (or such later date as agreed by the Required Holders), cause such Pool Owner to become a Subsidiary Guarantor and to execute and deliver the documents required in Section 9.8(a). (c) The Issuer agrees that so long as any Subsidiary is a guarantor or borrower under or with respect to any Principal Credit Facility, such Subsidiary shall at all such times be a Subsidiary Guarantor in accordance with the provisions of Section 9.8(a); provided that, for the avoidance of doubt, no Subsidiary shall be deemed to be a guarantor or borrower under or with respect to any Principal Credit Facility if such Subsidiary is released from its obligations thereunder simultaneously with the release from its Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty guarantee by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount, Prepayment Settlement Amount, Breakage Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the AG Twin Brook Capital Income Fund Master Note Purchase Agreement Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable by such Subsidiary Guarantor under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: therewith execute and deliver a joinder to this Agreement as a Guarantor in the form of Schedule 9.7 hereto (ieach an “Additional Guarantor Supplement”) enter into an or such other agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); andit. (iib) To the extent reasonably requested by the Required Holders no later than 30 days following the delivery of any Additional Guarantor Supplement pursuant to subparagraph (a) above, the Company will cause the Subsidiary that is the subject of such Additional Guarantor Supplement to deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2i) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, effect as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 Section 5 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company)Agreement; (3ii) all documents as may be reasonably requested by the Required Holders to evidence evidencing the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty the Additional Guarantor Supplement and the performance by such Restricted Subsidiary of its obligations thereunderunder this Agreement; and (4iii) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary Subsidiary, the Additional Guarantor Supplement and such Subsidiary Guaranty this Agreement as the Required Holders may reasonably request. (bc) Subject to Sections 9.9 and 9.10During any period when the Company has an Investment Grade Credit Rating, at the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under this Agreement and shall be automatically released from its obligations thereunder without the Subsidiary Guaranty upon need for the written request execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Indebtedness under any Material Credit Facility, then 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 Guarantythis Agreement) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under this Agreement, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying that the Notes agree Company has an Investment Grade Credit Rating and as to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether time as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt the Indebtedness under any Material the Specified Credit Facility or any other Material Indebtedness after the date hereof to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiary Guarantors, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such the Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such the Subsidiary Guaranty rather than the CompanyCompany and the Notes and this Agreement); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such the Subsidiary Guaranty and the performance by such Restricted the Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders, a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such the Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under the Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of the Specified Credit Facility or any other Material Indebtedness, then 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 Material Specified Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officeror such other Material Indebtedness, as applicable, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) if no amount is then due and payable under the Subsidiary Guaranty, (iv) if, solely as a result of (or in order to induce any holder of such Indebtedness to agree to) such Subsidiary Guarantor being released and discharged under the Specified Credit Facility or such other Material Indebtedness, as applicable, any fee or other form of consideration is given to any holder of Debt of Indebtedness under the Company Specified Credit Facility or such other Material Indebtedness, as applicable (or any agent therefor), for such release (which, for the purpose avoidance of doubt, shall not include any prepayment to any such releaseholders of Indebtedness under the Specified Credit Facility or such other Material Indebtedness, other than the repayment of such indebtedness and amounts due as applicable, in connection with an asset sale or other disposition or any prepayment premium or penalty or any other fee that was part of the Specified Credit Facility or such repaymentother Material Indebtedness, as applicable, prior to such release or discharge), the holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree matters set forth in clauses (i) through (iii). (c) Notwithstanding anything to execute and deliver such documents which are necessary or desirable the contrary herein, in no event shall an Excluded Subsidiary be required to terminate, release and discharge the be a Subsidiary Guarantors from their obligations under the Subsidiary GuarantyGuarantor.

Subsidiary Guarantors. The Company’s obligations under this Agreement (including any obligations contained in any Supplement) and the Notes shall at all times be guaranteed by each Material Subsidiary (other than Cleveland-Cliffs International Holding Company) pursuant to the Subsidiary Guaranty executed and delivered on the Closing Date (or a joinder thereof in accordance with the requirements below following the Closing Date); provided, however, notwithstanding the foregoing, no such guaranty will be required by a Material Subsidiary if doing so could have a material adverse effect on the Company’s or the Material Subsidiary’s income tax liability. In addition, the Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or joinder agreement in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2b) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing the Company making representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as effect of those contained in Sections 5.15.4, 5.2, 5.6, 5.6 and 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderGuaranty, as applicable; and (4c) an opinion of counsel reasonably satisfactory (who may be in-house counsel for the Company) addressed to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, each of the holders of the Notes agree to discharge and release any Subsidiary Guarantor from covering the same or similar matters as set forth in Section 4.4(b) regarding the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under and covering such other matters incident to the Subsidiary Guarantytransactions contemplated hereby as the Required Holders or its counsel may reasonably request.

Subsidiary Guarantors. (a) The Subject to Section 9.10 hereof, the Company will cause each of its Restricted Subsidiaries Subsidiary (whether existing or newly acquired) that guarantees delivers a Guaranty, or otherwise becomes liable at obligated in any timemanner (including, whether without limitation, as a borrower or an additional or co-borrower obligor with the Company) (each, a "Bank Guaranty"), to any Bank Lender with respect to any Indebtedness of the Company outstanding under the Company Credit Agreement (or otherwise, for or in respect of any Debt under any Material Credit Facility modification, amendment, renewal or replacement thereof) (each such Subsidiary, a "Subsidiary Guarantor") to concurrently therewith: (i) enter into an agreement a guaranty agreement, in form and substance satisfactory to the Required Holders providing for the guaranty by (each, a "Subsidiary Note Guaranty"), pursuant to which such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) Subsidiary Guarantor shall guarantee the prompt payment in full when due (whether at maturity, by acceleration or otherwise) of the principal of all amounts payable of the Notes and of the interest and the Make-Whole Amount, if any, thereon and the full and prompt performance and compliance by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to with each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to its other obligations under the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Note Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on Notes, and, concurrently therewith, (except in the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided case that (i) such Subsidiary Guarantor has been released and discharged is co-obligor with the Company under the Company Credit Agreement (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantyany modification, amendment, renewal or replacement thereof)) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies shall cause the Bank Lenders to enter into an intercreditor agreement with the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release form and discharge, the Company shall deliver a certificate of a Responsible Officer substance reasonably satisfactory to the holders of Bank Lenders and the Notes stating that no Default or Event of Default exists, and Required Holders (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty."Section 9.9

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount Amount, Modified Make-Whole Amount, Net Loss or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of Purchaser and each holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite corporate or other action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and; (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request; and (5) if on the date of the delivery of such Subsidiary Guaranty the Company is not a U.S. Entity, evidence of the acceptance by a nationally recognized registered agent of the appointment of designation as such Subsidiary Guarantors’ agent to receive, for it and on its behalf, service of process in the United States, for the period from the date of such Subsidiary Guaranty to November 15, 2029 (and the payment in full of all fees in respect thereof). (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, (3) no amount is then due and payable under such Subsidiary Guaranty, (iii4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (1) through (4). The holders In the event of any such release, for purposes of Section 10.7, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. Anything in this Section 9.7 to the contrary notwithstanding, a Foreign Subsidiary that guarantees or is otherwise liable as a borrower or an additional or co-borrower under a Material Credit Facility shall be deemed not to be a guarantor, borrower or an additional or co-borrower of Indebtedness existing under such Material Credit Facility for purposes of this Section 9.7 if such Subsidiary shall have no obligations under such Material Credit Facility (or any other agreement or instrument relating thereto) for the repayment of any Indebtedness of the Notes agree Company or any other Subsidiary outstanding thereunder (whether upon default by any party to execute and deliver such documents Material Credit Facility (or otherwise)) other than Indebtedness of another Foreign Subsidiary which are necessary or desirable to terminate, release and discharge Subsidiary also satisfies the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyconditions of this sentence.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable by such Subsidiary Guarantor under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than equivalent consideration (determined in the repayment case of such indebtedness and amounts due in connection with such repaymenta fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the Notes substantially concurrently therewith and (v) each holder shall receive equivalent consideration. The holders have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); andand The Toro Company Note Purchase Agreement (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request, provided, that notwithstanding anything contained in this Section 9.7(a) to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of this Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Material Credit Facilities consist solely of direct borrowings solely to such Foreign Subsidiary or one or more other Foreign Subsidiaries as co-obligors (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by one or more other Foreign Subsidiaries (a “Foreign Guarantee”) and, in each case, such incidental obligations as are customary for borrowings of the type provided under the applicable facilities. For all purposes of this Agreement, all Foreign Borrowings and Foreign Guarantees (without duplication of the amounts guaranteed) shall constitute Priority Indebtedness. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). In the event of any such release, for purposes of Section 10.8, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.Toro Company Note Purchase Agreement

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries (other than Foreign Subsidiaries) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor (other than pursuant to any Standard Securitization Undertakings) to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; andand STEPSTONE PRIVATE CREDIT FUND LLC NOTE PURCHASE AGREEMENT (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than equivalent consideration (determined in the repayment case of such indebtedness and amounts due in connection with such repaymenta fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the Notes substantially concurrently therewith and (v) each holder shall receive equivalent consideration. The holders have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility or CTWS Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted -27- Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility and/or CTWS Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officerand/or CTWS Material Credit Facility, (ii2) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, (3) no amount is then due and payable under such Subsidiary Guaranty, (iii4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility and/or CTWS Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility and/or CTWS Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (1) through (4). The holders In the event of the Notes agree any such release, for purposes of Section 10.10, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The From and after the first Closing, the Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement execute a Subsidiary Guaranty Supplement attached as Annex A to the Subsidiary Guaranty in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary GuarantyGuaranty Supplement”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) if requested, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.6 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such the Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under a Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). The holders In the event of any such release, for purposes of Section 10.6 and the Notes agree definition of “Priority Debt”, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company);; OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders within ten Business Days after delivery of the above items, a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Without limiting the provisions of Section 9.7, the Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (ia) enter into an a joinder to the Subsidiary Guaranty or such other agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)it; and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary GuarantyGuaranty or such other agreement; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.3 and 5.16 5.4 of this Agreement (but but, if applicable, with respect to such Restricted Subsidiary and such Subsidiary Guaranty or other agreement rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty or other agreement and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty or other agreement as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 ▇▇▇▇▇ Corporation Note Purchase Agreement and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestand covering organizational matters, due authorization, execution and delivery and enforceability. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). The holders In the event of the Notes agree any such release, for purposes of Section 10.7, all Debt of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material the Primary Credit Facility to concurrently therewith: (i) enter into an agreement (or joinder to an existing Subsidiary Guaranty if a Subsidiary Guaranty has previously been delivered hereunder) in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); andand ▇▇▇▇▇▇ REALTY, L.P. NOTE PURCHASE AGREEMENT (ii) deliver the following to each of Purchaser and each holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or joinder thereto; (2B) to the extent required under any Material the Primary Credit Facility, a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) to the extent required under any Material the Primary Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty or joinder thereto and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) to the extent required under any Materialthe Primary Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge each Purchaser and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon (or a joinder thereto) under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty (and joinder thereto, as the written request case may be) and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the CompanyPurchasers or holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material the Primary Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty (and joinder thereto, as the Subsidiary Guarantycase may be)) as an obligor and guarantor under and in respect of such Material the Material Primary Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material the Primary Credit Facility, any fee or other form of consideration is given to any holder of Debt of under such Material the Company Primary Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate▇▇▇▇▇▇ REALTY, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.L.P. NOTE PURCHASE AGREEMENT

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “No Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a NoteGuarantor may: (1) an executed counterpart of consolidate with or merge with or into any Person (whether or not such Subsidiary GuarantyGuarantor is the surviving corporation); (2) sell, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a certificate signed by an authorized responsible officer series of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary related transactions, to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company);any Person; or (3) all documents as may be reasonably requested by the Required Holders permit any Person to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of merge with or into such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; andGuarantor, unless (4A) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted other Person is a Subsidiary and such Guarantor (or becomes a Subsidiary Guaranty as Guarantor concurrently with the Required Holders may reasonably request.transaction); or (bB) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) such either (x) a Subsidiary Guarantor has been released and discharged is the continuing Person or (y) the resulting, surviving or will be released and discharged concurrently with transferee Person expressly assumes all of the release obligations of such the Subsidiary Guarantor under its Note Guarantee, this Indenture, the Subsidiary GuarantySecurity Documents, the Proceeds Loan Agreement (if applicable) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies and, to the holders of extent required by the Notes in a certificate of a Responsible OfficerIntercreditor Agreement and any Additional Intercreditor Agreement, such Intercreditor Agreement and Additional Intercreditor Agreement; and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer immediately after giving effect to the holders of the Notes stating that transaction, no Default or Event of Default existshas occurred and is continuing; or (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture and that results in the release of such Subsidiary Guarantor’ Note Guarantee under Section 11.04(a)(1). (b) Notwithstanding Section 5.02(a)(3)(B)(ii) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (iiib) if any fee Subsidiary Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or any other form of consideration is given to any holder of Debt of the Company Guarantor; and (c) a Subsidiary Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of such release, other than changing the repayment of such indebtedness and amounts due in connection with such repayment, holders legal domicile of the Notes shall receive equivalent consideration. The holders Subsidiary Guarantor, reincorporating the Subsidiary Guarantor in another jurisdiction or changing the legal form of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantyGuarantor.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith:: ▇. ▇▇▇▇ ▇▇▇▇▇ OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if ▇. ▇▇▇▇ ▇▇▇▇▇ OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than equivalent consideration (determined in the repayment case of such indebtedness and amounts due in connection with such repaymenta fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the Notes substantially concurrently therewith and (v) each holder shall receive equivalent consideration. The holders have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty guarantee by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Make‑Whole Amount, Prepayment Settlement Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Trinity Capital Inc. Master Note Purchase Agreement Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable by such Subsidiary Guarantor under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: : (ia) enter into an agreement (substantially in the form and substance satisfactory to the Required Holders of Schedule 2 attached hereto) providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and and (iib) deliver the following to each of holder of a Note: : (1i) an executed counterpart of such Subsidiary Guaranty; ; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); ; (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.of

Subsidiary Guarantors. (a) The If the Company will cause each or any of its Restricted Subsidiaries shall organize or acquire any Person that guarantees or otherwise becomes liable at any timea Subsidiary, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: then such Subsidiary shall: (i) enter into an agreement execute and deliver to the Trustee a supplemental indenture in a form and substance reasonably satisfactory to the Required Holders providing Trustee pursuant to which such Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes, this Indenture and the Senior Credit Facility; (ii) promptly, (A) execute and deliver to the Collateral Agent, for the guaranty benefit of the Holders and the Lenders and the Trustee such amendments to the Collateral Agreements as the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Holders and the Lenders, a perfected first priority security interest in the Equity Interests and debt securities of such new Subsidiary which are owned by the Company or any Subsidiary and required to be pledged pursuant to the Pledge and Security Agreement, (B) deliver to Collateral Agent the certificates representing such Restricted SubsidiaryEquity Interests (to the extent such Equity Interests are certificated) and debt securities, on a joint and several basis together with all other such Restricted Subsidiaries, of (1) in the prompt payment case of such Equity Interests, undated stock powers endorsed in full when due of all amounts payable by the Company pursuant to the Notes (whether for principalblank, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) in the promptcase of such debt securities, full endorsed in blank, in each case executed and faithful performance, observance and discharge delivered by a Officer of the Company of each or such Subsidiary, as the case may be, and every covenant, agreement, undertaking and provision required pursuant (C) cause such new Subsidiary to take such actions necessary or advisable to grant to the Notes or this Collateral Agent for the benefit of the Holders a perfected first priority security interest in the collateral described in the Pledge and Security Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Pledge and such Subsidiary Guaranty rather than the Company); (3) all documents Security Agreement or by law or as may be reasonably requested by the Required Holders Collateral Agent; (iii) deliver to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary Trustee and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) Collateral Agent an opinion of counsel reasonably satisfactory that such supplemental indenture and any other documents required to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently comply with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, clause (ii) at above have been duly authorized, executed and delivered by such new Subsidiary, and the time supplemental indenture and each such other document constitutes a legal, valid binding and enforceable obligation of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, new Subsidiary; and (iiiiv) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of take such release, other than the repayment of such indebtedness further action and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such other documents which are necessary specified in this Indenture or desirable otherwise reasonably requested by the Trustee or the Collateral Agent to terminateeffectuate the foregoing. The Company may transfer, release and discharge in any one transaction or a series of related transactions, any collateral to any Subsidiary Guarantor if such transferee Subsidiary Guarantor shall have complied with the requirements of clauses (i) through (iv) above; provided that the guarantee referred to in clause (i) above shall be secured by, in addition to any collateral existing in such Subsidiary Guarantors from their obligations under Guarantor, the Subsidiary Guarantycollateral so transferred.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “"Subsidiary Guaranty”"); and (ii) deliver the following to each of holder of a Note:: ​ ​ ​ ​ ​ (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness of any Obligor under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of a Note, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will, and will cause the Parent to, cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any the Material Credit Facility to concurrently therewith: (i1) enter into an a guaranty agreement substantially in the form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it Exhibit SG hereto (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) to the extent required or otherwise provided under the Material Credit Facility, a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 of this Agreement 5.19 (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty Guaranty, rather than the Company); (3iii) all to the extent required or otherwise provided under the Material Credit Facility, documents as may be reasonably requested by the Required Holders to evidence evidencing the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) to the extent required or otherwise provided under the Material Credit Facility, an opinion of counsel reasonably satisfactory to covering the Required Holders covering such matters relating to such Restricted authorization, execution, delivery and/or enforceability of the Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably requestGuaranty. (b) Subject to Sections 9.9 and 9.10, the The holders of the Notes agree to will discharge and release any Subsidiary Guarantor from the its Subsidiary Guaranty upon the written request of the Company, ; provided that (i1) such Subsidiary Guarantor has shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and a guarantor or additional or co-borrower under and in respect of Indebtedness under the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a one of its Responsible OfficerOfficers, (ii2) at the time of such release and discharge, the Company shall deliver have delivered a certificate of a one of its Responsible Officer Officers to the holders of the Notes stating that no Default or Event of Default existshas occurred and is continuing or will result from such release and discharge, (3) such Subsidiary Guarantor shall have no obligations then due and owing under its Subsidiary Guaranty and (iii4) if any fee or other form of consideration is given to any holder of Debt of party to the Company for the purpose Material Credit Facility directly relating to its release of such releaseSubsidiary Guarantor thereunder, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration (or another form of consideration reasonably acceptable to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantyRequired Holders).

Subsidiary Guarantors. (a) The Company Issuer and the General Partner will cause each of its Restricted their Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to to, concurrently therewith: (i1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty guarantee by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company Issuer hereunder or thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company Issuer and the General Partner of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it such Person (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyIssuer and the General Partner); (3iii) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) to the extent required or otherwise provided in connection with such Subsidiary guaranteeing or otherwise becoming liable with respect to any Indebtedness under any Material Credit Facility, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders request of the Notes agree Issuer and the General Partner and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon pursuant to Section 9.9(a) shall be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.Facility,

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that (i) guarantees indebtedness for borrowed money incurred pursuant to a Material Credit Facility or (ii) otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt indebtedness for borrowed money incurred under any a Material Credit Facility (in each case, other than as a result of Standard Securitization Undertakings or a Permitted SBIC Guarantee) to concurrently therewith: (iA) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary GuarantyGuarantee”); and (iiB) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary GuarantyGuarantee; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty Guarantee rather than the Company);; SOLAR SENIOR CAPITAL LTD. NOTE PURCHASE AGREEMENT (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty Guarantee and the performance by such Restricted Subsidiary of its obligations thereunder; and; (4iv) unless waived by the Required Holders, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty Guarantee as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guarantee under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guarantee and shall be automatically released from its obligations thereunder without the Subsidiary Guaranty upon need for the written request execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary GuarantyGuarantee) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guarantee, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that (x) guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material the Bank Credit Facility Agreement or the Existing Private Placement or (y) owns a Qualifying Unencumbered Project and incurs Recourse Indebtedness to concurrently therewith: (ia) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.19 and 5.16 5.20 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company);; Associated Estates Realty Corporation Note Purchase Agreement (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith:therewith (or in the case of any such Subsidiary that would otherwise satisfy these requirements on the date of this Agreement, on such date): (ia) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing valid existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel addressed to each holder of the Notes reasonably satisfactory to the Required Holders covering such matters relating Holders, to such Restricted Subsidiary and the effect that such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 is validly existing and 9.10in good standing, 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 an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and containing other usual and customary assumptions, qualifications and exceptions. The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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) ), whether as an a borrower, obligor and guarantor and/or guarantor, from all obligations under and in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of of, and immediately after giving effect to, such release and discharge, no Default or Event of Default shall be existing and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.10, 5.11, 5.12, 5.17, and 5.16 5.18 of this Agreement (but only with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyCompany and its Subsidiaries);; Regal Rexnord Corporation Note Purchase Agreement (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. provided, that notwithstanding anything contained in this Section 9.7(a) to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Subsidiary Guarantor in respect of this Agreement and the Notes to the extent (x) such Foreign Subsidiary’s obligations under all Material Credit Facilities consist solely of direct borrowings solely to such Foreign Subsidiary (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign Subsidiary (a “Foreign Guarantee”) and (y) such Foreign Subsidiary does not guarantee or otherwise become liable at any time, whether as a borrower or an additional co-borrower or otherwise, for or in respect of Debt of the Company or any Domestic Subsidiary under any Material Credit Facility. For all purposes of this Agreement, all Foreign Borrowings and Foreign Guarantees of any Foreign Subsidiary shall constitute Priority Debt so long as such Foreign Subsidiary is not a Subsidiary Guarantor in respect of this Agreement and Notes. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith, and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). The holders In the event of the Notes agree any such release, for purposes of Section 10.7 and Section 10.8, all Debt of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower to concurrently therewith: (i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon or joinder thereto under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount, Modified Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of Purchaser and each holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite corporate or other action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and; (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request; and (5) if on the date of the delivery of such Subsidiary Guaranty the Company is not a U.S. Entity, evidence of the acceptance by a nationally recognized registered agent of the appointment of designation as such Subsidiary Guarantors’ agent to receive, for it and on its behalf, service of process in the United States, for the period from the date of such Subsidiary Guaranty to June 25, 2028 (and the payment in full of all fees in respect thereof). (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, (3) no amount is then due and payable under such Subsidiary Guaranty, (iii4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (1) through (4). The holders In the event of any such release, for purposes of Section 10.7, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release. Anything in this Section 9.7 to the contrary notwithstanding, a Foreign Subsidiary that guarantees or is otherwise liable as a borrower or an additional or co-borrower under a Material Credit Facility shall be deemed not to be a guarantor, borrower or an additional or co-borrower of Indebtedness existing under such Material Credit Facility for purposes of this Section 9.7 if such Subsidiary shall have no obligations under such Material Credit Facility (or any other agreement or instrument relating thereto) for the repayment of any Indebtedness of the Notes agree Company or any other Subsidiary outstanding thereunder (whether upon default by any party to execute and deliver such documents Material Credit Facility (or otherwise)) other than Indebtedness of another Foreign Subsidiary which are necessary or desirable to terminate, release and discharge Subsidiary also satisfies the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyconditions of this sentence.

Subsidiary Guarantors. (a) The Company Trust will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) i. enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries of the Trust, of (1x) the prompt payment in full when due of all amounts payable by the Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company or the Trust thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company or the Trust of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) . deliver the following to each of holder of a Note: (1) . an executed counterpart of such Subsidiary Guaranty; (2) . a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.16 5.18 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) . all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) . an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject and subordinate to Sections 9.9 and 9.10the requirements of Section 9.7(a), at the holders election of the Notes agree Trust and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders or any other Person, provided provided, in each case, that (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 Material Credit Facility and the Company so certifies after giving effect to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty, (iii) if any fee or other form of consideration is given to any holder of Debt Indebtedness of the Company expressly for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration and (iv) each holder of Notes shall have received a certificate of a Responsible Officer to the Notes agree foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to execute and deliver such documents which are necessary or desirable to terminate, release and discharge establish compliance with the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyforegoing requirements.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; andand HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than equivalent consideration (determined in the repayment case of such indebtedness and amounts due in connection with such repaymenta fee as an equivalent proportion of outstanding commitments or principal amount as applicable) shall be given, pro rata, to the holders of the Notes substantially concurrently therewith and (v) each holder shall receive equivalent consideration. The holders have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. In the event any Issuer Party forms a subsidiary, it shall cause such Subsidiary to do each of the following concurrently with the formation thereof (each such Subsidiary, along with each of Midla and MLGT, a “Subsidiary Guarantor”): (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement substantially in the form of Schedule 9.10 (or otherwise in form and substance satisfactory to the Required Holders Holders) (each such agreement, a “Counterpart Agreement”) US-DOCS\7728438.31 providing for the guaranty by such Restricted SubsidiarySubsidiary Guarantor, on a joint and several basis with all the other such Restricted SubsidiariesGuarantors, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company Issuer Parties thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)it; and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary GuarantyCounterpart Agreement; (2ii) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary Guarantor containing representations and warranties on behalf of such Restricted Subsidiary Guarantor to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty Guarantor rather than the CompanyIssuer Parties); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary Guarantor and the due authorization by all requisite action on the part of such Restricted Subsidiary of Guarantor, the execution and delivery of such Subsidiary Guaranty Counterpart Agreement and the performance by such Restricted Subsidiary Guarantor of its obligations thereunder; (iv) an executed joinder to the Security Agreement, the Depositary Agreement and each other applicable Security Document, in form and substance reasonably satisfactory to the Required Holders; and (4i) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty Guarantor as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Each of the Parent Guarantor and the Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement join the Affiliate Guaranty by execution of a joinder or supplement to the Affiliate Guaranty (a “Joinder Agreement”) in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)Holders; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyJoinder Agreement; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty Joinder Agreement rather than the Parent Guarantor or the Company, as the case may be); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty Joinder Agreement and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty Joinder Agreement as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Parent Guarantor or the Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor that has provided a Joinder Agreement under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under the Subsidiary Affiliate Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then 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 Gladstone Commercial Limited Partnership Note Purchase Agreement Affiliate Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under the Affiliate Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Prepayment Settlement Amount, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty, which may include changes as necessary or appropriate (in the reasonable determination of counsel to the Required Holders) to take into account local law requirements or other customary limitations regarding guarantees provided by entities formed or organized in any applicable jurisdiction; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an upon request of the Required Holders (at the time such Subsidiary is to be joined as a Subsidiary Guarantor or if otherwise provided under a Material Credit Facility), a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request.. HPS CORPORATE CAPITAL SOLUTIONS FUND NOTE PURCHASE AGREEMENT (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration (determined in the case of a fee as an equivalent proportion of outstanding commitments or principal amount as applicable) substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. All of the Company's present and future Subsidiaries (aother than the Non- Guarantor Subsidiaries unless and until the revenue of the Non-Guarantor Subsidiaries, in the aggregate, exceeds 1% of the revenue of the Company and its Consolidated Subsidiaries, or the book value of the assets of the Non-Guarantor Subsidiaries, in the aggregate, exceeds 1% of the book value of the assets of the Company and its Consolidated Subsidiaries) The Company jointly and severally will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any timeguaranty all principal, whether as premium, if any, and interest on the Notes on a borrower or an additional or co-borrower or otherwisesenior subordinated basis, for or grant a subordinated security interest in respect of any Debt under any Material Credit Facility and/or pledge Collateral owned by such Subsidiary to concurrently therewith: (i) enter into an agreement secure such Obligations on the terms set forth in form the Collateral Agreements, and substance satisfactory deliver to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) Trustee an opinion of counsel reasonably satisfactory that such guaranty and Collateral Agreements have been duly authorized, executed and delivered. Notwithstanding anything herein or in this Indenture to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10contrary, the holders of the Notes agree to discharge and release if any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company's Subsidiaries (other than OCC solely with respect to its guarantee of the Credit Agreement) that is not a Guarantor guarantees any of the Company's other Indebtedness or any other Indebtedness of any Guarantor, provided or the Company or any of the Guarantors, individually or collectively, pledges more than 65% of the Voting Equity Interests of a Subsidiary (other than OCC solely with respect to the Company's pledge of its Voting Equity Interests under the Credit Agreement) that (i) is not a Guarantor to a lender to secure the Company's Indebtedness or any Indebtedness of any Guarantor, then such Subsidiary must become a Guarantor has been released and discharged (or will be released and discharged concurrently with grant the release of such Subsidiary Guarantor under the Subsidiary Guaranty) security interest as an obligor and guarantor under and provided in respect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantythis Section 4.17.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower co‑borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into (A) an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount Prepayment Premium or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty;Guaranty or a joinder thereto; Blackrock Capital Investment Corporation Note Purchase Agreement (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all customary documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderthereunder of the type described in Section 4.3(b); and (4D) an a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of immediately after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) if no amount is then due and payable under such Subsidiary Guaranty, (iv) if, solely as a result of such Subsidiary Guarantor being released and discharged under any Material Credit Facility (other than in connection with a sale of such Subsidiary or its Equity Interests), any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility specifically for such release (which, for the purpose avoidance of doubt, shall not include any prepayment to any such release, other than the repayment holders of Indebtedness under such indebtedness and amounts due Material Credit Facility in connection with an asset sale or other disposition or any prepayment premium or penalty or any other fee that was part of such repaymentMaterial Credit Facility prior to such release or discharge), the holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Subject to Section 9.10 hereof, the Company will cause each of its Restricted Subsidiaries Subsidiary (whether existing or newly acquired) that guarantees delivers a Guaranty, or otherwise becomes liable at obligated in any timemanner (including, whether without limitation, as a borrower co‑obligor with the Company) (each, a "Bank Guaranty"), to any Bank Lender with respect to any Indebtedness of the Company outstanding under the Company Credit Agreement (or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility modification, amendment, renewal or replacement thereof) (each such Subsidiary, a "Subsidiary Guarantor") to concurrently therewith: (i) enter into an agreement a guaranty agreement, in form and substance satisfactory to the Required Holders providing for the guaranty by (each, a "Subsidiary Note Guaranty"), pursuant to which such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) Subsidiary Guarantor shall guarantee the prompt payment in full when due (whether at maturity, by acceleration or otherwise) of the principal of all amounts payable of the Notes and of the interest and the Make-Whole Amount, if any, thereon and the full and prompt performance and compliance by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to with each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to its other obligations under the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Note Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on Notes, and, concurrently therewith, (except in the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided case that (i) such Subsidiary Guarantor has been released and discharged is co‑obligor with the Company under the Company Credit Agreement (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantyany modification, amendment, renewal or replacement thereof)) as an obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifies shall cause the Bank Lenders to enter into an intercreditor agreement with the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release form and discharge, the Company shall deliver a certificate of a Responsible Officer substance reasonably satisfactory to the holders of Bank Lenders and the Notes stating that no Default or Event of Default exists, and Required Holders (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty."Section 9.9

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility or the PNC Loan Documents, to concurrently therewith: (i) enter into an agreement in form and substance satisfactory deliver to the Required Holders providing for the guaranty by such Restricted Subsidiary, on each holder of a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (Note a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2A) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyCompany or a Subsidiary Guarantor); (3B) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and; (4C) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request; and (D) if such Subsidiary is organized under the laws of a jurisdiction outside the United States, evidence of the acceptance by a process agent that is reasonably satisfactory to the Required Holders of the appointment and designation provided for by such Subsidiary Guaranty, as such Subsidiary’s agent to receive, for it and on its behalf, service of process, for the period from the date of such Subsidiary Guaranty to August 1, 2034 (and the payment in full of all fees in respect thereof). (b) Subject to Sections 9.9 and 9.10Section 9.7(a), the holders Company may, at its election, at any time, cause any Subsidiary which is not then a Subsidiary Guarantor to become a Subsidiary Guarantor by delivering each of the Notes agree documents and satisfying each of the other conditions specified in clauses (i) and (ii) of Section 9.7(a) with respect to discharge such Subsidiary. (c) At the election of the Company and release by written notice to each holder of Notes, any Subsidiary Guarantor (other than each of Evercore LP, Evercore Group Holdings L.P. and Evercore Partners Services East L.L.C.) may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor has is a guarantor or is otherwise liable, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any PNC Loan Document or any Material Credit Facility, then such Subsidiary Guarantor shall have been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such PNC Loan Document or such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any PNC Loan Document or any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such PNC Loan Documents or such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). The holders In the event of the Notes agree any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; andand The York Water Company Note Purchase Agreement (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). The holders In the event of the Notes agree any such release, for purposes of Section 10.6, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries (other than the Excluded Subsidiary solely with respect to Excluded Debt) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Principal Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount, Prepayment Premium, LIBOR Breakage Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.4, 5.6, 5.7, 5.8, 5.95.12, 5.10 5.13 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company Parent will cause each of its Restricted Subsidiaries (other than the Issuer) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount Amount, if any, or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder Constituent Companies hereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company Constituent Companies of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it them (a “Subsidiary Guaranty”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(b), 5.25.2(b), 5.6, 5.7, 5.8, 5.9, 5.10 5.6(b) and 5.16 5.7(b) of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyParent and this Agreement); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Parent and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.9 may be discharged from all of its obligations and liabilities under such Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the such Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall have occurred and be continuing, (3) no amount is then due and payable under any Subsidiary Guaranty, (iii4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Notes agree Parent certifying as to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (1) through (4).

Subsidiary Guarantors. (a) The Company will cause For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of its Restricted Subsidiaries that the Subsidiary Guarantors, together with each Subsidiary of the Company which in accordance with Sections 4.19 and 12.8(a) hereof is required in the future to guarantee the Obligations of the Company and the Subsidiary Guarantors under the Notes, the Subsidiary Guarantees and this Indenture upon execution of a supplemental indenture, hereby jointly and severally and irrevocably and unconditionally guarantees to the Trustee and to each Holder irrespective of the validity or otherwise becomes liable at any timeenforceability of this Indenture or the Notes or the Obligations of the Company and the Subsidiary Guarantors under this Indenture, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: that: (i) enter into an agreement in form the principal of, premium, if any, any interest, and substance satisfactory to the Required Holders providing for the guaranty by such Restricted SubsidiarySpecial Interest, if any, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by any interest that accrues after the Company thereunder filing of a proceeding of the type described in Sections 6.1(g) and (2h)) and any fees, expenses and other amounts owing under this Indenture will be duly and punctually paid in full when due, whether at Maturity, by acceleration, call for redemption, upon a Change of Control Offer, Asset Sale Offer, purchase or otherwise, and interest on the prompt, full overdue principal and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant (to the Notes or this Agreement to be performedextent permitted by law) interest, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effectif any, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution Notes and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 other amounts due in respect of the Material Credit Facility Notes, and all other Obligations of the Company and the Company so certifies Subsidiary Guarantors, to the holders Holders of the Notes under this Indenture, the Notes and the Subsidiary Guarantees, whether now or hereafter existing, will be promptly paid in a certificate full or performed, all strictly in accordance with the terms hereof and of a Responsible Officer, the Notes; and (ii) at the in case of any extension of time of payment or renewal of any Notes or any of such release and dischargeother Obligations, the Company shall deliver a certificate of a Responsible Officer to same will be promptly paid in full when due or performed in accordance with the holders terms of the Notes stating that no Default extension or renewal, whether at Maturity, by acceleration, call for redemption, upon Change of Control Offer, Asset Sale Offer, purchase or otherwise. If payment is not made when due of any amount so guaranteed for whatever reason, each Subsidiary Guarantor shall be jointly and severally obligated to pay the same individually whether or not such failure to pay has become an Event of Default exists, and (iii) if any fee or other form of consideration is given which could cause acceleration pursuant to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary GuarantySection 6.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that (i) guarantees any Indebtedness pursuant to the Guarantee and Security Agreement or (ii) otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material the Senior Secured Credit Facility Agreement to concurrently therewith: (ia) enter into an agreement in form and substance reasonably satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1i) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary GuarantyGuarantee”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary GuarantyGuarantee; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty Guarantee rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) unless waived by the Required Holders, an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty Guarantee as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each any Subsidiary which is required by the terms of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether the Bank Credit Agreement to become a party to as a borrower (except for ICE Europe Parent Limited in its capacity as a direct borrower under the Bank Credit Agreement), or an additional or co-borrower or otherwiseotherwise guarantee, for or Indebtedness in respect of any Debt under any Material such Bank Credit Facility Agreement, to concurrently therewith: (i) enter into an a subsidiary guaranty agreement which shall be in a form substantially comparable to and substance satisfactory not more restrictive than such guaranty and otherwise reasonably acceptable to the Company and the Required Holders providing for a guaranty of the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, obligations of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to under the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) and deliver the following to each of holder the holders of a Notethe Notes (substantially concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing the Company making representations and warranties on behalf of such Restricted Subsidiary substantially to the same effect, mutatis mutandis, as effect of those contained in Sections 5.1, 5.2, 5.65.4(c), 5.6 and 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunderGuaranty, as applicable; and (42) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes reasonably satisfactory to the Required Holders covering such matters relating Holders, substantially to such Restricted Subsidiary and such 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 (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Required Holders may reasonably requestenforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Subject to Sections 9.9 and 9.10, the The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the any Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Bank Credit Facility Agreement and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt Indebtedness of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries (other than Foreign Subsidiaries) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-co - borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith: (i) enter into (A) an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries providing a guaranty, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)) or (B) a joinder to the Subsidiary Guaranty; and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary GuarantyGuaranty or a joinder thereto; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. In the event that the Borrower shall form or acquire any new Subsidiary (aother than an Unrestricted Subsidiary or an Inactive Subsidiary) The Company after the date hereof, the Borrower will, and will cause each of its Restricted Subsidiaries that guarantees to, cause such new Subsidiary within five Business Days of such formation or otherwise becomes liable at any timeacquisition: (i) to execute and deliver to the Administrative Agent a Joinder Agreement (and thereby to become a party to this Agreement, whether as a borrower "Subsidiary Guarantor" hereunder, and to the Pledge Agreement, as a "Securing Party" thereunder) and to pledge and grant to the Administrative Agent for the benefit of the Lenders hereunder a security interest in any property owned by it that is of the type included in the definition of "Collateral" under the Pledge Agreement; (ii) to take such action (including delivering such shares of stock and executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens consistent with the provisions of the Pledge Agreement on such Collateral under the Pledge Agreement; and (iii) to deliver such proof of corporate action, incumbency of officers and other documents as is consistent with those delivered by each Subsidiary Guarantor pursuant to Section 5.01 upon the Effective Date or an additional as the Administrative Agent shall have reasonably requested. Without limiting the generality of the foregoing, (x) the Borrower shall cause any Subsidiary that becomes a guarantor in respect of any Senior Subordinated Notes or co-borrower or otherwise, for New Senior Subordinated Notes (or in respect of any Debt under any Material Credit Facility Refunding Indebtedness), to concurrently therewith: (i) enter into an agreement immediately become a Subsidiary Guarantor hereunder in form and substance satisfactory to compliance with the Required Holders providing for provisions of the guaranty by preceding paragraph, whether or not such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision Subsidiary is otherwise required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.hereunder and

Subsidiary Guarantors. (a) The Company Trust will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) i. enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries of the Trust, of (1x) the prompt payment in full when due of all amounts payable by the Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company or the Trust thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company or the Trust of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) . deliver the following to each of holder of a Note: (1) a. an executed counterpart of such Subsidiary Guaranty; (2) b. a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.16 5.18 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) c. all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) d. an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject and subordinate to Sections 9.9 and 9.10the requirements of Section 9.7(a), at the holders election of the Notes agree Trust and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders or any other Person, provided that provided, in each case, that (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 Material Credit Facility and the Company so certifies after giving effect to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty, (iii) if any fee or other form of consideration is given to any holder of Debt Indebtedness of the Company expressly for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration and (iv) each holder of Notes shall have received a certificate of a Responsible Officer to the Notes agree foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to execute and deliver such documents which are necessary or desirable to terminate, release and discharge establish compliance with the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyforegoing requirements.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees Guarantees or otherwise becomes liable at any time, whether as a borrower borrower, issuer or an additional or co-borrower or co-issuer or otherwise, for or in respect of any Debt Indebtedness under the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement, any Material Credit Facility Additional Note Agreement and/or any other document, instrument or agreement evidencing or governing any other Unsecured Debt, to concurrently therewith: (ia) enter into an agreement in form become a Subsidiary Guarantor by executing and substance satisfactory delivering to the Required Holders providing for the guaranty by such Restricted Subsidiary, on each holder of a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (Note a “Subsidiary Guaranty”)Joinder; and (iib) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) Note a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1Section 5.2, 5.25.4(c), 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.19 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanySubsidiary); (3c) duly execute and deliver to each holder of a Note all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty ▇▇▇▇▇▇▇ and the performance by such Restricted Subsidiary of its obligations thereunder; and (4d) deliver to each holder of a Note an opinion of counsel reasonably satisfactory to the Required Holders and covering such matters substantially addressed in the opinion of counsel delivered pursuant to Section 4.1(d)(i) hereof on the date of this Agreement, but relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request▇▇▇▇▇▇▇. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. In the event that the Borrower shall form or acquire any new Subsidiary (aother than an Unrestricted Subsidiary or an Inactive Subsidiary) The Company after the date hereof, the Borrower will, and will cause each of its Restricted Subsidiaries that guarantees to, cause such new Subsidiary within five Business Days of such formation or otherwise becomes liable at any timeacquisition: (i) to execute and deliver to the Administrative Agent a Joinder Agreement (and thereby to become a party to this Agreement, whether as a borrower "Subsidiary Guarantor" hereunder, and to the Pledge Agreement, as a "Securing Party" thereunder) and to pledge and grant to the Administrative Agent for the benefit of the Lenders hereunder a security interest in any property owned by it that is of the type included in the definition of "Collateral" under the Pledge Agreement; (ii) to take such action (including delivering such shares of stock and executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens consistent with the provisions of the Pledge Agreement on such Collateral under the Pledge Agreement; and (iii) to deliver such proof of corporate action, incumbency of officers and other documents as is consistent with those delivered by each Subsidiary Guarantor pursuant to Section 5.01 upon the Effective Date or an additional as the Administrative Agent shall have reasonably requested. Without limiting the generality of the foregoing, the Borrower shall cause any Subsidiary that becomes a guarantor in respect of any Senior Subordinated Notes or co-borrower or otherwise, for New Senior Subordinated Notes (or in respect of any Debt under any Material Credit Facility Refunding Indebtedness), to concurrently therewith: (i) enter into an agreement immediately become a Subsidiary Guarantor hereunder in form and substance satisfactory to compliance with the Required Holders providing for provisions of the guaranty by preceding paragraph, whether or not such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision Subsidiary is otherwise required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1) an executed counterpart of such Subsidiary Guaranty; (2) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyhereunder.

Subsidiary Guarantors. (a) The Company Issuer will cause each of its Restricted Subsidiaries Subsidiary that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-co- borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility Indebtedness Agreement to concurrently therewith: (ia) enter into an agreement execute a counterpart to the Subsidiary Guaranty in form and substance satisfactory to the Required Holders providing for the guaranty by pursuant to which such Restricted SubsidiarySubsidiary will guarantee, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company Issuer pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company Issuer thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company Issuer of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”)it; and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such the Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.7 and 5.16 5.17 of this Agreement (but with respect to such Restricted Subsidiary and such the Subsidiary Guaranty rather than the CompanyIssuer); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such the Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries (other than the Excluded Subsidiary solely with respect to Excluded Debt) that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Principal Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company Issuers pursuant to the Notes (whether for principal, interest, Make-Whole Amount, Swap Breakage Amount, Prepayment Premium, LIBOR Breakage Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company Issuers of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.4, 5.6, 5.7, 5.8, 5.95.12, 5.10 and 5.16 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; 5.13 and (4) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (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 Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty.

Subsidiary Guarantors. (a) The Company Trust will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (ia) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted SubsidiariesSubsidiaries of the Trust, of (1i) the prompt payment in full when due of all amounts payable by the Company or the Trust pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company or the Trust thereunder and (2ii) the prompt, full and faithful performance, observance and discharge by the Company or the Trust of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1) i. an executed counterpart of such Subsidiary Guaranty; (2) ii. a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.10, 5.11, 5.12, 5.15, 5.16, 5.17 and 5.16 5.18 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3) iii. all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4) iv. an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (bc) Subject and subordinate to Sections 9.9 and 9.10the requirements of Section 9.7(a), at the holders election of the Notes agree Trust and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders or any other Person, provided provided, in each case, that (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 Material Credit Facility and the Company so certifies after giving effect to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty, (iii) if any fee or other form of consideration is given to any holder of Debt Indebtedness of the Company expressly for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders , and (iv) each holder of Notes shall have received a certificate of a Responsible Officer to the Notes agree foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to execute and deliver such documents which are necessary or desirable to terminate, release and discharge establish compliance with the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyforegoing requirements.

Subsidiary Guarantors. The Company will ensure that each of its Material Subsidiaries (other than (1) its Regulated Banking Subsidiaries and Company SBICs and (2) its Specified Financing Subsidiaries, to the extent prohibited by the documentation governing their warehouse financing, securitization or asset-backed securitization transactions) to: (a) The Company will cause each Within 30 days of its Restricted Subsidiaries that guarantees the formation or otherwise becomes liable at any timeacquisition thereof, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it it, substantially in the form attached hereto as Schedule 9.10 (a “Subsidiary Guaranty”); and (iib) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary Guaranty; (2ii) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 5.6 and 5.16 5.7 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (bc) Subject At the election of the Company and by written notice to Sections 9.9 and each holder of Notes, in connection with the conveyance, division, transfer or lease of all or substantially all of the assets (whether by merger, sale of shares or otherwise) of any Subsidiary Guarantor, in each case in compliance of the terms of this Agreement, that has provided a Subsidiary Guaranty under this Section 9.10, the holders of the Notes agree to discharge and release any such Subsidiary Guarantor may be discharged from the all of its obligations and liabilities under its Subsidiary Guaranty upon and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty (unless such amount is paid concurrently with such release), (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (v) each holder of Notes shall have received a certificate of a Responsible Officer certifying as to the Notes agree to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (i) through (iv).

Subsidiary Guarantors. (a) The Company will cause (x) each Significant Subsidiary (unless federal or state regulatory requirements prohibit such Significant Subsidiary from becoming a Subsidiary Guarantor), concurrently with or prior to the delivery of its Restricted Subsidiaries the financial statements set forth in Section 7.1(a) or (b) under which such Subsidiary is identified pursuant to Section 7.2(c) as a Significant Subsidiary, and (y) each other Subsidiary that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or -24- otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.85.16, 5.9, 5.10 5.17 and 5.16 5.18 of this Agreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the Company); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; and (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under clause (x) of subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the holders; provided, that (i) such Subsidiary Guarantor is not an Unencumbered Assets Subsidiary and the Company provides each holder a certificate of a Senior Financial Officer certifying compliance with Section 10.1(e) and (f) on a pro forma basis after giving effect to such release and all other releases of Subsidiary Guarantors pursuant to this clause (b) and Section 9.7(c) since the delivery of the Companymost recent financial statements pursuant to Section 7.1(a) or (b), (ii) such Subsidiary Guarantor has ceased to be a Subsidiary pursuant to a transaction permitted pursuant to this Agreement, (iii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iv) no amount is then due and payable under such Subsidiary Guaranty, and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). (c) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under clause (y) of subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders, provided that (i) such Subsidiary Guarantor is not an Unencumbered Assets Subsidiary and the Company provides each holder a certificate of a Senior Financial Officer certifying compliance with Section 10.1(e) and (f) on a pro forma basis after giving effect to such release and all other releases of Subsidiary Guarantors pursuant to this clause (c) and Section 9.7(b) since the delivery of the most recent financial statements pursuant to Section 7.1(a) or (b), (ii) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (iiiii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, (iv) no amount is then due and payable under such Subsidiary Guaranty, (iiiv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (vi) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (v). The holders In the event of the Notes agree any such release, for purposes of Section 10.3, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i) enter into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, of (1x) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, including all indemnities, fees and expenses payable by the Company thereunder and (2y) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and (ii) deliver the following to each of holder of a Note: (1A) an executed counterpart of such Subsidiary Guaranty; (2B) a certificate signed by an authorized responsible officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.95.9(a), 5.10 5.10, 5.11, 5.12, 5.17, and 5.16 5.18 of this Agreement (but only with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than the CompanyCompany and its Subsidiaries); (3C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligations thereunder; andand Morningstar, Inc. Note Purchase Agreement (4D) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request. (b) Subject to Sections 9.9 and 9.10, At the holders election of the Notes agree Company and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from the that has provided a Subsidiary Guaranty upon under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the written request need for the execution or delivery of any other document by the Companyholders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the its Subsidiary Guaranty) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall be existing, and (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent considerationconsideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). The holders In the event of the Notes agree any such release, for purposes of Section 10.7 and Section 10.8, all Indebtedness of such Subsidiary shall be deemed to execute and deliver have been incurred concurrently with such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantyrelease.

Subsidiary Guarantors. (a) The Company Parent Guarantor will cause each of its Restricted Subsidiaries that (x) during the Covenant Relief Period and/or the Covenant Threshold Adjustment Period, if any, owns in fee simple, or leases pursuant to a Ground Lease, an Unencumbered Property or (y) at any time guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Debt Indebtedness under any Material Credit Facility to concurrently therewith: (i1) enter into an agreement in form and substance satisfactory execute a supplement to the Required Holders providing for Subsidiary Guaranty Agreement in the guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries, form of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, without limitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full and faithful performance, observance and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or this Agreement to be performed, observed or discharged by it Exhibit A thereto (a “Subsidiary GuarantyGuaranty Supplement”); and (ii2) deliver the following to each of holder of a Note: (1i) an executed counterpart of such Subsidiary GuarantyGuaranty Supplement; (2ii) a certificate signed by an authorized responsible officer Responsible Officer of such Restricted Subsidiary containing representations and warranties on behalf of such Restricted Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.15.1(c), 5.25.2(c), 5.65.6(c), 5.7, 5.8, 5.9, 5.10 5.7(c) and 5.16 5.19(c) of this Agreement (but with respect to such Restricted Subsidiary and Subsidiary, such Subsidiary Guaranty rather than Supplement and the CompanySubsidiary Guaranty Agreement, as the case may be); (3iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and and, where applicable, good standing of such Restricted Subsidiary and the due authorization by all requisite action on the part of such Restricted Subsidiary of the execution and delivery of such Subsidiary Guaranty Supplement and the performance by such Restricted Subsidiary of its obligations thereunderunder the Subsidiary Guaranty Agreement; and (4iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such the matters set forth in paragraphs 2, 3, 4 and 5 of Schedule 4.4(a)(1) but relating to such Restricted Subsidiary and Subsidiary, such Subsidiary Guaranty as Supplement and the Required Holders Subsidiary Guaranty Agreement and which opinion may reasonably requestbe subject to assumptions, qualifications and limitations similar to those set forth in said Schedule 4.4(a)(1). (b) Subject to Sections 9.9 and 9.10, At the holders request of the Notes agree Parent Guarantor and by written notice to discharge and release each holder of Notes, any Subsidiary Guarantor from that is a party to the Subsidiary Guaranty upon Agreement pursuant to Section 9.9(a)(y) (including any Subsidiary Guarantor that becomes a party thereto by virtue of a Subsidiary Guaranty Supplement) shall be discharged from all of its obligations and liabilities under the written request Subsidiary Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the Companyholders, provided that (i1) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then 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 GuarantyGuaranty Agreement) as an obligor and guarantor under and in respect of the such Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerFacility, (ii2) at the time of of, and after giving effect to, such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default existsshall have occurred and be continuing, (3) no amount is then due and payable under the Subsidiary Guaranty Agreement, (iii4) if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form of consideration is given to any holder of Debt of the Company Indebtedness under such Material Credit Facility principally for the purpose of such release, other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of the Notes shall receive equivalent consideration. The holders consideration substantially concurrently therewith and (5) each holder shall have received a certificate of a Responsible Officer of the Notes agree Parent Guarantor certifying as to execute and deliver such documents which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligations under the Subsidiary Guarantymatters set forth in clauses (1) through (4).