Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. If any Subsidiary of the Company shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenture.

Subsidiary Guarantors. If any (a) The Company shall promptly cause each Additional Subsidiary Guarantor to execute and deliver a Note Guarantee substantially in the form of Exhibit 10.10-A hereto (with such modifications as may be required to reflect the legal requirements of the Company shall guarantee any obligation jurisdiction of formation of the relevant Subsidiary, including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary to the extent permitted under applicable law) or otherwise in form and substance reasonably satisfactory to the Required Holders. (b) The Company evidenced may, from time to time at its discretion and upon written notice from the Company to the holders of Notes, cause any of its Subsidiaries which are not otherwise Guarantors pursuant to Section 10.10(a) or otherwise to enter into a Note Guarantee substantially in the form of Exhibit 10.10-A hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of formation of the relevant Subsidiary, including any modifications necessary to make the obligations of such guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary to the extent permitted under applicable law) or otherwise in form and substance reasonably satisfactory to the Required Holders. (c) The delivery of a Note Guarantee by bondsany Guarantor shall be accompanied by the following: (i) an Officer’s Certificate from such Guarantor confirming that (A) the representations and warranties of such Guarantor contained in such Note Guarantee are true and correct, debenturesand (B) the guarantee provided under the Note Guarantee would not cause any borrowing, notes guaranteeing or similar limit binding on the Guarantor to be exceeded; (ii) copies of the articles of association or certificate or articles of incorporation, bylaws, limited liability company operating agreement, partnership agreement and all other constitutive documents, of such Guarantor (as applicable), resolutions of the board of directors or other similar instrumentsgoverning body (and, including obligations incurred in connection with where applicable, the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security"shareholders) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by Guarantor authorizing its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at Note Guarantee and the date transactions contemplated thereby, and specimen signatures of authorized officers of such supplemental indentureGuarantor (in each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); (iii) a legal opinion, satisfactory in form, scope and substance to the Required Holders, of legal counsel to the effect that, subject to customary qualifications and assumptions, (A) such Guarantor is validly existing under the laws of its jurisdiction of formation and (if applicable in such jurisdiction) is in good standing, (B) such Note Guarantee has been duly authorized, executed and delivered by such Guarantor, (C) such Note Guarantee is enforceable in accordance with its terms, and (D) in the case of a Guarantor organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia, the obligations of such Guarantor under such Note Guarantee rank at least pari passu with all of such Guarantor’s other unsecured and unsubordinated Indebtedness in an insolvency proceeding of such Guarantor (to the extent possible under applicable law) and are not subject to any legal or contractual limitations or restrictions that are not equally applicable to all other indebtedness for borrowed money of such Guarantor; (iv) a completed and executed joinder to the Intercompany Subordination Agreement in substantially the form attached as Exhibit A to the Intercompany Subordination Agreement; and (v) in the case of a Guarantor organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia, evidence of the appointment of the Company as such Guarantor’s agent to receive, for it and on its behalf, service of process in the United States of America. An original executed counterpart of each such Note Guarantee shall be delivered to each holder of Notes promptly after the execution thereof.

Subsidiary Guarantors. If any Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company shall guarantee any obligation under the Note Agreement referred to in the foregoing Limited Waiver to 2001 Amended and Restated Note Purchase Agreement (the "Waiver"). Each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with undersigned Subsidiary Guarantors hereby (a) consents to the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facilityforegoing Waiver, (each such obligation a "Debt Security"b) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantoracknowledges that, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture foregoing Waiver, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or did affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not hold otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such offices at further instruments and documents and take all such actions as the date Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as defined in the Security Agreement) and the rights and remedies created thereby. In addition, as further security for payment and performance of such supplemental indenturethe obligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver, each of the undersigned hereby further agrees to grant a perfected pledge and security interest in any additional collateral as the Collateral Agent may reasonably request. Excluding only the continuing obligations of the Purchasers under the express terms of the Note Agreement, the Transaction Documents and the Waiver, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (as defined below) of and from any and all Claims (as defined below) arising out of, related or in any way connected with the Note Agreement, the Transaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the execution of this Waiver, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Note Agreement, the Transaction Documents or any Defaults or Events of Default occurring under the Note Agreement or the Transaction Documents.

Subsidiary Guarantors. If any Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company shall guarantee any obligation under the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 10 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with undersigned Subsidiary Guarantors hereby (a) consents to the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facilityforegoing Waiver and Amendment, (each such obligation a "Debt Security"b) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantoracknowledges that, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or did affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not hold otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such offices at further instruments and documents and take all such actions as the date Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as defined in the Security Agreement) and the rights and remedies created thereby. In addition, as further security for payment and performance of such supplemental indenturethe obligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, each of the undersigned hereby further agrees to grant a perfected pledge and security interest in any additional collateral as the Collateral Agent may reasonably request. Excluding only the continuing obligations of the Purchasers under the express terms of the Note Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (as defined below) of and from any and all Claims (as defined below) arising out of, related or in any way connected with the Note Agreement, the Transaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the execution of the Waiver and Amendment, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Note Agreement, the Transaction Documents or any Defaults or Events of Default occurring under the Note Agreement or the Transaction Documents.

Subsidiary Guarantors. If any Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company shall guarantee any obligation under the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 11 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with undersigned Subsidiary Guarantors hereby (a) consents to the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facilityforegoing Waiver and Amendment, (each such obligation a "Debt Security"b) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantoracknowledges that, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or did affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not hold otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such offices at further instruments and documents and take all such actions as the date Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as defined in the Security Agreement) and the rights and remedies created thereby. In addition, as further security for payment and performance of such supplemental indenturethe obligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, each of the undersigned hereby further agrees to grant a perfected pledge and security interest in any additional collateral as the Collateral Agent may reasonably request. Excluding only the continuing obligations of the Purchasers under the express terms of the Note Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (as defined below) of and from any and all Claims (as defined below) arising out of, related or in any way connected with the Note Agreement, the Transaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the execution of the Waiver and Amendment, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Note Agreement, the Transaction Documents or any Defaults or Events of Default occurring under the Note Agreement or the Transaction Documents.

Subsidiary Guarantors. If any Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company shall guarantee any obligation under the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 7 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with undersigned Subsidiary Guarantors hereby (a) consents to the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facilityforegoing Waiver and Amendment, (each such obligation a "Debt Security"b) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantoracknowledges that, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or did affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not hold otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such offices at further instruments and documents and take all such actions as the date Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as defined in the Security Agreement) and the rights and remedies created thereby. In addition, as further security for payment and performance of such supplemental indenturethe obligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, each of the undersigned hereby further agrees to grant a perfected pledge and security interest in any additional collateral as the Collateral Agent may reasonably request. Excluding only the continuing obligations of the Purchasers under the express terms of the Note Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (as defined below) of and from any and all Claims (as defined below) arising out of, related or in any way connected with the Note Agreement, the Transaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the execution of the Waiver and Amendment, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Note Agreement, the Transaction Documents or any Defaults or Events of Default occurring under the Note Agreement or the Transaction Documents.

Subsidiary Guarantors. If any (a) The Issuers shall cause each Significant Subsidiary of (each, an “Original Subsidiary Guarantor”) to execute and deliver, on or before Closing, the Company shall guarantee any obligation of Subsidiary Guaranty. In addition to the Company evidenced by bondsforegoing, debentures, notes or other similar instruments, including obligations incurred the Issuers will at all times provide Guaranty Joinder Agreements (and the documents described in connection with the acquisition of property, assets or businesses by the Company clause (other than the Existing Credit Facility, (each such obligation a "Debt Security"b)(ii) the Company shall below) from (i) cause each of their Wholly-Owned Subsidiaries such that for the most recently ended trailing four fiscal quarter period (1A) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering Consolidated Adjusted EBITDA that is attributable only to the Trustee a supplemental indenture pursuant Wholly-Owned Subsidiaries that are Subsidiary Guarantors is not less than 95% of the Consolidated Adjusted EBITDA that is attributable to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under ’s Wholly-Owned Subsidiaries and (B) the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees aggregate Net Revenues of substantially similar debt obligations, the Wholly-Owned Subsidiaries that are Subsidiary Guarantors (excluding any contribution to Net Revenues from Subsidiaries that are not Wholly-Owned Subsidiaries) do not constitute less than 95% of the same extent as aggregate Net Revenues of all of the Subsidiary referred Wholly-Owned Subsidiaries of the Company (excluding any contribution to above in (1Net Revenues from Subsidiaries that are not Wholly-Owned Subsidiaries) guaranteed such other Debt Securities and (ii) cause an Opinion any other Subsidiary that is a guarantor or borrower of Counsel to be delivered Indebtedness outstanding under the Credit Agreement. In addition to the Trustee foregoing, the Issuers will at all times provide Guaranty Joinder Agreements from their Subsidiaries such that for the most recently ended trailing four fiscal quarter period the Consolidated Adjusted EBITDA that is attributable only to the effect Subsidiary Guarantors is not less than 70% of Consolidated Adjusted EBITDA. Notwithstanding the immediately preceding sentence, if the Company complies with Section 9.9, the Issuers will at all times provide Guaranty Joinder Agreements from their Subsidiaries such that such supplemental indenture has been duly authorized and executed by each such Person and constitutes for the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of most recently ended trailing four fiscal quarter period the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding Consolidated Adjusted EBITDA that such individuals or any of them have ceased to hold such offices prior is attributable only to the execution and delivery Subsidiary Guarantors is not less than 60% (rather than 70%) of the supplemental indenture or did not hold such offices at the date of such supplemental indentureConsolidated Adjusted EBITDA.

Subsidiary Guarantors. If any Subsidiary of the Company or any of its Subsidiaries shall guarantee organize or acquire any obligation of the Company evidenced by bondsPerson that becomes a Subsidiary, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each then such obligation a "Debt Security") the Company shall Subsidiary shall: (i) cause each of (1) such Subsidiary execute and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering deliver to the Trustee a supplemental indenture in a form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee (on a "Subsidiary Guarantee") senior secured basis all of the Company's ’s obligations under the Securities and Notes, this Indenture on a senior unsecured basisand the Senior Credit Facility; (ii) promptly, on terms substantially consistent with guarantees of substantially similar debt obligations, (A) execute and deliver to the same extent Collateral Agent, for the 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 referred which are owned by the Company or any Subsidiary and required to above in be pledged pursuant to the Pledge and Security Agreement, (B) deliver to Collateral Agent the certificates representing such Equity Interests (to the extent such Equity Interests are certificated) and debt securities, together with (1) guaranteed in the case of such other Debt Securities Equity Interests, undated stock powers endorsed in blank, and (ii2) in the case of such debt securities, endorsed in blank, in each case executed and delivered by a Officer of the Company or such Subsidiary, as the case may be, and (C) cause an Opinion such new Subsidiary to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of Counsel the Holders a perfected first priority security interest in the collateral described in the Pledge and Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be delivered required by the Pledge and Security Agreement or by law or as may be reasonably requested by the Collateral Agent; (iii) deliver to the Trustee to and the effect Collateral Agent an opinion of counsel that such supplemental indenture has and any other documents required to comply with clause (ii) above have been duly authorized authorized, executed and executed delivered by such new Subsidiary, and the supplemental indenture and each such Person and other document constitutes the valida legal, valid binding and enforceable obligation of each such Person new Subsidiary; and (subject iv) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to customary exceptions concerning creditors' rights and equitable principles)effectuate the foregoing. Such supplemental indenture shall be executed by manual signature on behalf The Company may transfer, in any one transaction or a series of each respective related transactions, any collateral to any Subsidiary Guarantor by any one of if such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a transferee Subsidiary Guarantor shall bind 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 Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenturecollateral so transferred.

Subsidiary Guarantors. If any Subsidiary of the Company shall guarantee is or becomes a borrower, co-borrower, guarantor, obligor or co-obligor under any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Principal Credit Facility, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally concurrently therewith provide a guarantee agreement substantially in the form of Exhibit G hereto (a "“Subsidiary Guarantee"Guaranty”) all or a joinder thereto. Each such Subsidiary Guaranty or joinder thereto shall be accompanied by a certificate of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one Secretary or Assistant Secretary of such Subsidiary Guarantor's Chairman certifying its charter and bylaws (or comparable governing documents), resolutions of the Board board of Directors, Vice Chairman directors (or comparable governing body) of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to authorizing the execution and delivery of such Subsidiary Guaranty or joinder and incumbency and specimen signatures of the supplemental indenture officers of such Subsidiary executing such documents, and by such other certificates, documents and legal opinions in connection therewith as may be reasonably requested by the Required Holders, each in form and substance reasonably satisfactory to the Required Holders. Notwithstanding the foregoing, Franklin Electric B.V. shall not be required to enter into a Subsidiary Guaranty until such time as 15365.013 it becomes a guarantor of, or did not hold otherwise liable for, Indebtedness of the Company or any of its Subsidiaries under any Principal Credit Facility. At the election of the Company and by written notice to each holder of Notes, any 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, provided that (i) if such offices Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Principal 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) under such Principal Credit Facility, (ii) at the date time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such supplemental indentureSubsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Principal Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Principal Credit Facility for such release, the holders of the Notes shall receive equivalent consideration 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). For the avoidance of doubt, this second paragraph of this paragraph 5H shall apply to the Subsidiary Guarantors under the Subsidiary Guaranty, dated May 5, 2015, pursuant to which Franklin Control Systems, Inc., Pioneer Pump Holdings, Inc., Franklin Electric Ventures LLC, Pioneer Pump, Inc., Franklin Electric International, Inc., Franklin Fueling Systems, Inc., and Intelligent Controls, Inc., each as a Subsidiary Guarantor, has agreed to guaranty the obligations of the Company under this Agreement, and shall apply to each future Subsidiary Guarantor executing a Guarantor Supplement.

Subsidiary Guarantors. If any Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company shall guarantee any obligation under the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 6 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with undersigned Subsidiary Guarantors hereby (a) consents to the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facilityforegoing Waiver and Amendment, (each such obligation a "Debt Security"b) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantoracknowledges that, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or did affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not hold otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such offices at further instruments and documents and take all such actions as the date Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as defined in the Security Agreement) and the rights and remedies created thereby. In addition, as further security for payment and performance of such supplemental indenturethe obligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, each of the undersigned hereby further agrees to grant a perfected pledge and security interest in any additional collateral as the Collateral Agent may reasonably request. Excluding only the continuing obligations of the Purchasers under the express terms of the Note Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (as defined below) of and from any and all Claims (as defined below) arising out of, related or in any way connected with the Note Agreement, the Transaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the execution of the Waiver and Amendment, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Note Agreement, the Transaction Documents or any Defaults or Events of Default occurring under the Note Agreement or the Transaction Documents.

Subsidiary Guarantors. If any Each Subsidiary of Guarantor acknowledges that its consent to this Third Amendment is not required, but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Amendment and to the Company shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall documents and agreements referred to herein. Each Subsidiary Guarantor agrees and acknowledges that (i) cause notwithstanding the effectiveness of this Amendment, each of Subsidiary Guaranty (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to as the same extent as the Subsidiary referred may be amended, amended and restated, supplemented or otherwise modified from time to above time) shall remain in (1) guaranteed such other Debt Securities full force and effect without modification thereto, and (ii) cause an Opinion nothing herein shall in any way limit any of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and terms or provisions of each Subsidiary Guaranty executed by each such Person any Subsidiary Guarantor (as the same may be amended, amended and constitutes restated, supplemented or otherwise modified from time to time), all of which are hereby ratified, confirmed and affirmed in all respects. Each Subsidiary Guarantor hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this section. Each Subsidiary Guarantor hereby further acknowledges that the validSubsidiary Guarantor may from time to time enter into any further amendments, binding modifications, terminations and/or waivers of any provisions of the Agreement without notice to or consent from any Subsidiary Guarantor and enforceable obligation without affecting the validity or enforceability of each such Person any Subsidiary Guaranty (subject as the same may be amended, amended and restated, supplemented or otherwise modified from time to customary exceptions concerning creditors' rights time) giving rise to any reduction, limitation, impairment, discharge or termination of any Subsidiary Guaranty (as the same may be amended, amended and equitable principlesrestated, supplemented or otherwise modified from time to time). Such supplemental indenture shall be executed by manual signature [Signatures on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenture.Following Pages]

Subsidiary Guarantors. If any Subsidiary The Company will take, and will cause each of the Company its Subsidiaries to take, such actions from time to time as shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit FacilityAgreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, (each such obligation a "Debt Security") and without limiting the generality of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding ATS and ALC if but only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount) individually or collectively own, assets having a book value exceeding the product of (i) cause each 7.5% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (1) such Subsidiary and (2) any Subsidiary to which a “Qualified Domestic Asset Trigger Event”), the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligationswill, to the same extent as necessary to ensure that Qualified Domestic Assets at the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered time have a book value at least equal to the Trustee to Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the effect time (each an “Affected Subsidiary”; provided that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture in no event shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman member of the Board of DirectorsTSI/Rxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenture.cause each Affected Subsidiary:

Subsidiary Guarantors. If Each Subsidiary of the Company listed on Schedule I hereto shall initially be a Subsidiary Guarantor. For so long as the Company’s 81/2 % Senior Subordinated Notes due 2011 are outstanding, (a) if any other Subsidiary of the Company shall guarantee any obligation of become a subsidiary guarantor under the Company evidenced by bondsCompany’s 81/2% Senior Subordinated Notes due 2011, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor and (b) if any Subsidiary of the Company is released from its Guarantee of the Company’s 81/2% Senior Subordinated Notes due 2011, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s 81/2% Senior Subordinated Notes due 2011 when due at maturity, upon redemption, repurchase or otherwise, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or Subordinated Obligation that shall be Guaranteed by executing any Subsidiary of the Company and delivering such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 17) to become a Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary, except that such Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time the Company’s 81/2% Senior Subordinated Notes due 2011 are outstanding and such Subsidiary is not added as a guarantor under the 81/2% Senior Subordinated Notes due 2011; provided, however, that such exception shall expire when the 81/2% Senior Subordinated Notes due 2011 cease to be outstanding at which time such Subsidiary shall become a Subsidiary Guarantor hereunder. If (a) any such Subsidiary which shall become a Subsidiary Guarantor of the Notes pursuant to the immediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, or (b) if such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, is no longer outstanding, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to the Trustee a supplemental indenture pursuant an Officers’ Certificate certifying to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all that effect as of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indentureOfficers’ Certificate; then automatically, without the requirement of any further action by the Company, such Subsidiary or the Trustee, the Subsidiary Guarantee of such Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 17.

Subsidiary Guarantors. If any Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company shall guarantee any obligation under the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 8 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with undersigned Subsidiary Guarantors hereby (a) consents to the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facilityforegoing Waiver and Amendment, (each such obligation a "Debt Security"b) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantoracknowledges that, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or did affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not hold otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such offices at further instruments and documents and take all such actions as the date Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as defined in the Security Agreement) and the rights and remedies created thereby. In addition, as further security for payment and performance of such supplemental indenturethe obligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, each of the undersigned hereby further agrees to grant a perfected pledge and security interest in any additional collateral as the Collateral Agent may reasonably request. Excluding only the continuing obligations of the Purchasers under the express terms of the Note Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (as defined below) of and from any and all Claims (as defined below) arising out of, related or in any way connected with the Note Agreement, the Transaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the execution of the Waiver and Amendment, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Note Agreement, the Transaction Documents or any Defaults or Events of Default occurring under the Note Agreement or the Transaction Documents.

Subsidiary Guarantors. If any Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company shall guarantee any obligation under the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 9 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with undersigned Subsidiary Guarantors hereby (a) consents to the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facilityforegoing Waiver and Amendment, (each such obligation a "Debt Security"b) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantoracknowledges that, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or did affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not hold otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such offices at further instruments and documents and take all such actions as the date Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as defined in the Security Agreement) and the rights and remedies created thereby. In addition, as further security for payment and performance of such supplemental indenturethe obligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, each of the undersigned hereby further agrees to grant a perfected pledge and security interest in any additional collateral as the Collateral Agent may reasonably request. Excluding only the continuing obligations of the Purchasers under the express terms of the Note Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (as defined below) of and from any and all Claims (as defined below) arising out of, related or in any way connected with the Note Agreement, the Transaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the execution of the Waiver and Amendment, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Note Agreement, the Transaction Documents or any Defaults or Events of Default occurring under the Note Agreement or the Transaction Documents.

Subsidiary Guarantors. If any Subsidiary of the Company shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "“Debt Security"”) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "“Subsidiary Guarantee"”) all of the Company's ’s obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' ’ rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's ’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenture.

Subsidiary Guarantors. If any Subsidiary of Parent and the Company shall guarantee any obligation cause each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company its Wholly-Owned Subsidiaries (other than the Existing Exempt Subsidiaries) that either (x) Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Parent, Holdings or the Company in an aggregate principal amount in excess of $500,000,000 or (y) is a borrower under or an issuer of or is a guarantor of (A) any Bank Credit FacilityAgreement, (each such obligation a "B) any Contemplated Debt Security"Securities or (C) the Company shall Existing CF Notes, to become a Guarantor hereunder by (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee holders of the Notes a supplemental indenture pursuant Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation as deemed reasonably satisfactory by the administrative agent under the Amended Credit Agreement within thirty (30) days (or such longer time period if agreed to which by the administrative agent under the Amended Credit Agreement) after the requirements in clause (x) or (y) above shall first have been satisfied with respect to such Subsidiary (it being understood that such Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms be accompanied by documentation with respect thereto substantially consistent with guarantees of substantially similar debt obligationsthe documentation delivered pursuant to Sections 4.3(b) and 4.4(a)); provided that, notwithstanding anything in any Note Document to the same extent as the Subsidiary referred to above in (1) guaranteed contrary, such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation shall, subject to the Trustee Agreed Guarantee Principles, be in a form deemed reasonably satisfactory by the administrative agent under the Amended Credit Agreement and shall be limited to the effect that extent necessary to comply with the Agreed Guarantee Principles (including by limiting the maximum amount guaranteed), which limitations in such supplemental indenture has been duly authorized and executed by agreement or documentation shall in each such Person and constitutes the valid, binding and enforceable obligation of each such Person (case be subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman the reasonable satisfaction of the Board of Directors, Vice Chairman of administrative agent under the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant SecretaryAmended Credit Agreement. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Upon execution and delivery of such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation, each such Person shall become a Guarantor hereunder and thereupon shall have all of the supplemental indenture rights, benefits, duties and obligations in such capacity under the Note Documents. If requested by the administrative agent under the Amended Credit Agreement, the holders shall also receive an opinion or did not hold opinions of counsel (which may be from in-house counsel, provided that such offices at opinion is in respect of New York law) for the Company in form and substance substantially similar to any such opinion delivered to such administrative agent under the Amended Credit Agreement relating to any such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 9.7, dated as of the date of such supplemental indentureGuaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation, as applicable.

Subsidiary Guarantors. If any Subsidiary All future Subsidiaries of the Company shall guarantee any obligation of the Company evidenced by bondsCompany, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit FacilityForeign Subsidiaries, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering shall, subject to the Trustee limitations set forth in Article X, jointly, severally, irrevocably and unconditionally, guarantee all principal, premium, if any, and interest on the Notes on a senior basis and shall execute a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all substantially in the form of the Company's obligations under the Securities Exhibit E hereto and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause deliver an Opinion of Counsel to be delivered in form and substance reasonably satisfactory to the Trustee to regarding the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the validdue authorization, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture. If, at any time, the Company or any of its Subsidiaries declares or pays any dividend to or makes any distribution or other payment or transfer to any Foreign Subsidiary in violation of Section 4.9 hereof, then such Foreign Subsidiary shall, to the extent not prohibited by law, execute a supplemental indenture or did not hold such offices at substantially in the date form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of such supplemental indenture. Notwithstanding anything herein to the contrary, if any Subsidiary (including Foreign Subsidiaries) of the Company that is not a Guarantor Guarantees any other Indebtedness of the Company or any Subsidiary (other than a Foreign Subsidiary that is not a Guarantor), or the Company or a Subsidiary of the Company, individually or collectively, pledges, directly or indirectly more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the Indebtedness of the Company or any of the Guarantor's Indebtedness, then, to the extent not prohibited by law, such Foreign Subsidiary must become a Guarantor and shall execute a supplemental indenture substantially in the form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of the supplemental indenture.

Subsidiary Guarantors. If any Subsidiary of the Company shall guarantee is or becomes a borrower, co- borrower, guarantor, obligor or co-obligor under any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Principal Credit Facility, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally concurrently therewith provide a guarantee agreement substantially in the form of Exhibit G hereto (a "“Subsidiary Guarantee"Guaranty”) all or a joinder thereto. Each such Subsidiary Guaranty or joinder thereto shall be accompanied by a certificate of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one Secretary or Assistant Secretary of such Subsidiary Guarantor's Chairman certifying its charter and bylaws (or comparable governing documents), resolutions of the Board board of Directors, Vice Chairman directors (or comparable governing body) of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to authorizing the execution and delivery of such Subsidiary Guaranty or joinder and incumbency and specimen signatures of the supplemental indenture officers of such Subsidiary executing such documents, and by such other certificates, documents and legal opinions in connection therewith as may be reasonably requested by the Required Holders, each in form and substance reasonably satisfactory to the Required Holders. Notwithstanding the foregoing, the Dutch Subsidiary Issuer shall not be required to enter into a Subsidiary Guaranty until such time as it becomes a guarantor of, or did not hold otherwise liable for, Indebtedness of the Company or any of its Subsidiaries under any Principal Credit Facility. At the election of the Company and by written notice to each holder of Notes, any 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, provided that (i) if such offices Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Principal 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) under such Principal Credit Facility, (ii) at the date time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such supplemental indentureSubsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Principal Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Principal Credit Facility for such release, the holders of the Notes shall receive equivalent consideration 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). For the avoidance of doubt, this second paragraph of this paragraph 5H shall apply to the Subsidiary Guarantors under the Subsidiary Guaranty, dated May 5, 2015, pursuant to which Franklin Control Systems, Inc., Pioneer Pump Holdings, Inc., Franklin Electric Ventures LLC, Pioneer Pump, Inc., Franklin Electric International, Inc., Franklin Fueling Systems, Inc., and Intelligent Controls, Inc., each as a Subsidiary Guarantor, has agreed to guaranty the obligations of the Company under this Agreement, and shall apply to each future Subsidiary Guarantor executing a Guarantor Supplement.

Subsidiary Guarantors. If any Subsidiary of the Company shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit FacilityCompany, (each such obligation a "Debt Security"“DEBT SECURITY”) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee"“SUBSIDIARY GUARANTEE”) all of the Company's ’s obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' ’ rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's ’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenture.

Subsidiary Guarantors. If any Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company shall guarantee any obligation under the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 5 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with undersigned Subsidiary Guarantors hereby (a) consents to the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facilityforegoing Waiver and Amendment, (each such obligation a "Debt Security"b) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantoracknowledges that, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or did affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not hold otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such offices at further instruments and documents and take all such actions as the date Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as defined in the Security Agreement) and the rights and remedies created thereby. In addition, as further security for payment and performance of such supplemental indenturethe obligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, each of the undersigned hereby further agrees to grant a perfected pledge and security interest in any additional collateral as the Collateral Agent may reasonably request. Excluding only the continuing obligations of the Purchasers under the express terms of the Note Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (as defined below) of and from any and all Claims (as defined below) arising out of, related or in any way connected with the Note Agreement, the Transaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the execution of the Waiver and Amendment, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Note Agreement, the Transaction Documents or any Defaults or Events of Default occurring under the Note Agreement or the Transaction Documents.

Subsidiary Guarantors. If any Commencing on the First Amendment Effective Date and thereafter so long as the Covenant Waiver Period is in effect, cause each Subsidiary that is a borrower of or provides a Guarantee of an issuance or incurrence (in a single transaction or series of related transactions) of third-party Debt for Borrowed Money in excess of $250,000,000 to provide, within ten Business Days, a Guarantee of all obligations arising under this Agreement and the other Loan Documents on terms substantially similar to those of the Company shall guarantee any obligation Guarantee of such third-party Debt for Borrowed Money, or at the Company evidenced by bondsCompany’s option otherwise on customary terms reasonably acceptable to the Administrative Agent and, debentures, notes or other similar instruments, including obligations incurred in connection therewith, to (a) cause such Subsidiary to execute and deliver all such documents as the Administrative Agent may reasonably request to evidence such Guarantee, (b) deliver to the Administrative Agent the items referenced in Sections 4.01(a)(ii) and (iii) with respect to such Subsidiary, (c) promptly provide all information and documentation reasonably requested by the acquisition Administrative Agent or any Lender for purposes of propertycompliance with applicable “know your customer” and anti-money-laundering FIFTH AMENDED AND RESTATED CREDIT AGREEMENT rules and regulations, assets or businesses by including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation and (d) deliver customary opinions of counsel to the Company (which shall cover, among other than things, the Existing Credit Facilitylegality, (each validity, binding effect and enforceability of the Guarantee provided by such obligation a "Debt Security") Subsidiary), all of which shall be in form, content and scope reasonably satisfactory to the Administrative Agent. This Agreement and the other Loan Documents may be amended, modified or supplemented, without the consent of any Lender to the extent necessary or appropriate in the opinion of the Administrative Agent and the Company shall (ito effect the provisions of this Section 6.02(m) cause each and reflect the existence of (1) such Subsidiary and (2) any Subsidiary to which Guarantors and Guarantees, in each case, so long as such amendment, modification or supplement does not impose additional obligations on, or otherwise affect in any material respect the Company has transferred all interests of, any Lender; provided that the Administrative Agent shall promptly give the Lenders notice of any such amendment, modification or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenturesupplement.

Subsidiary Guarantors. If any Upon the execution of the Credit Facility, the Company shall cause each Subsidiary of the Company shall guarantee any obligation of that guarantees the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets Facility concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant in accordance with Section 11.01. For so long as the Credit Facility is outstanding, (a) if any other Subsidiary of the Company shall become a guarantor under the Credit Facility, the Company shall cause such Subsidiary to which concurrently become a Subsidiary Guarantor by executing a supplemental indenture in accordance with Section 11.01 and (b) if any Subsidiary of the Company ceases to be a Subsidiary Guarantor under the Credit Facility, then such Subsidiary shall unconditionally guarantee cease to be a Subsidiary Guarantor hereunder. Upon the termination of the Credit Facility, except as described below, the Subsidiary Guarantors that had not previously ceased to be a Subsidiary Guarantor hereunder shall cease to be Subsidiary Guarantors hereunder. The form of supplemental indenture to be executed by new Subsidiary Guarantors is attached hereto as Exhibit C. In addition, if at any time any indebtedness for borrowed money constituting senior indebtedness shall be Guaranteed by any Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 16) of the Company and such Subsidiary is not a "Subsidiary Guarantee"Guarantor of the Notes, the Company shall cause such Subsidiary to become a Subsidiary Guarantor hereunder, except that such Subsidiary shall not become a Subsidiary Guarantor hereunder if at such time the Company’s Credit Facility is outstanding and such Subsidiary is not added as a guarantor under the Credit Facility; provided, however, that such exception shall expire when the Credit Facility ceases to be outstanding at which time such Subsidiary shall become a Subsidiary Guarantor hereunder if such indebtedness for borrowed money constituting senior indebtedness is then outstanding and Guaranteed by such Subsidiaries. If (a) any such Subsidiary which shall become a Subsidiary Guarantor of the Notes pursuant to the immediately preceding sentence is released from its Guarantee of such senior indebtedness, or (b) if such senior indebtedness is no longer outstanding, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. For the avoidance of doubt, a Subsidiary Guarantor may be released from its Guarantee of the Notes so long as contemporaneously therewith, it is also released as a Subsidiary Guarantor from all of the Company's obligations under ’s then outstanding senior indebtedness. In furtherance of the Securities and this Indenture on foregoing, a senior unsecured basis, on terms substantially consistent with guarantees Subsidiary Guarantor may be released from its Guarantee of substantially similar debt obligations, to the same extent as Notes if such release allows the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel Guarantor to be delivered released from its Guarantee of all of the Company’s then outstanding senior indebtedness and such Subsidiary Guarantor is subsequently released from its Guarantee of such outstanding senior indebtedness. If a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, the Company shall deliver to the Trustee an Officers’ Certificate certifying to the that effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation as of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indentureOfficers’ Certificate; then automatically, without the requirement of any further action by the Company, such Subsidiary or the Trustee, the Subsidiary Guarantee of such Subsidiary shall terminate and be of no further force or effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 16.

Subsidiary Guarantors. If The Company will take, and will cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the Company shall guarantee assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any obligation time after the Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding ATS and ALC if but only so long as they do not collectively own assets having a book value in excess of the Company evidenced by bonds, debentures, notes Allowed Exclusion Amount) individually or other similar instruments, including obligations incurred in connection with the acquisition of propertycollectively own, assets or businesses by having a book value exceeding the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall product of (i) cause each 7.5% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (1) such Subsidiary and (2) any Subsidiary to which a “Qualified Domestic Asset Trigger Event”), the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligationswill, to the same extent as necessary to ensure that Qualified Domestic Assets at the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered time have a book value at least equal to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the validMinimum Qualified Domestic Asset Amount, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices Guarantors at the date of such supplemental indenture.time (each an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets) and cause each Affected Subsidiary:

Subsidiary Guarantors. If any Subsidiary of the Company to which the Company or a Subsidiary Guarantor has transferred all or substantially all of its assets after the date hereof shall (i) guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "“Debt Security"”) or (ii) issue Debt Securities, the Company shall (iA) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "“Subsidiary Guarantee"”) all of the Company's ’s obligations under the Securities and this Indenture on a senior subordinated unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to and, in the same extent as the case of a Subsidiary referred to above in (1) i), to the same extent as such Subsidiary guaranteed such other Debt Securities Securities, in each case subordinated to the Senior Indebtedness of the applicable Subsidiary Guarantee on terms substantially similar to those set forth in Article XI and (iiB) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' ’ rights and equitable principles)) and that such Subsidiary Guarantee is upon such terms and in such form as is required by this Article VII. Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's ’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenture.

Subsidiary Guarantors. If (a) The Parent Guarantor and the Borrower shall, (x) at all times, not later than the date on which the applicable Compliance Certificate is required to be delivered hereunder, for each other Person (other than an Excluded Subsidiary) becoming a Material Subsidiary (whether by acquisition of a Property or otherwise) and each Subsidiary that is a Material Subsidiary and that is not a Subsidiary Guarantor ceasing to be an Excluded Subsidiary, and each Subsidiary of the Parent Guarantor that owns, directly or indirectly, any Equity Interest of any of such Subsidiaries, in each case during the fiscal quarter for which such Compliance Certificate is required, to the extent necessary to satisfy the Guaranty Requirement as of the last day of such fiscal quarter and (y) at all times, not later than the date any Subsidiary of the Company shall guarantee Parent Guarantor that is a borrower or a guarantor, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness, becomes a borrower or guarantor or otherwise incurs such payment obligation in respect of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company such Unsecured Indebtedness (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) intercompany Indebtedness between or among any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under Parent Guarantor, the Securities Borrower and this Indenture on a senior unsecured basistheir Subsidiaries), on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) deliver or cause an Opinion of Counsel to be delivered to the Trustee Administrative Agent each of the following items, each in form and substance reasonably satisfactory to the effect that such supplemental indenture has been duly authorized and Administrative Agent: (i) an Accession Agreement executed by each such Person Material Subsidiary, and constitutes (ii) the valid, binding and enforceable obligation of each items with respect to such Person Material Subsidiary that would have been delivered under Sections 6.1.(iv) through (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective viii) if such Material Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of had been a Subsidiary Guarantor shall bind such Subsidiary Guarantoron the Effective Date (in the case of Section 6.1.(iv), notwithstanding that such individuals or any of them have ceased to hold such offices prior only to the execution and delivery extent requested by the Administrative Agent in connection with a new Borrowing Base Property). Nothing contained in this Section shall supersede, modify or otherwise affect the provisions of the supplemental indenture Sections 4.1. or did not hold such offices at the date of such supplemental indenture4.2.

Subsidiary Guarantors. If any Subsidiary All future Subsidiaries of the Company shall guarantee any obligation of the Company evidenced by bondsCompany, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit FacilityForeign Subsidiaries, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering shall, subject to the Trustee limitations set forth in Article X, jointly, severally, irrevocably and unconditionally, guarantee all principal, premium, if any, and interest on the Notes on a senior basis and shall execute a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all substantially in the form of the Company's obligations under the Securities Exhibit E hereto and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause deliver an Opinion of Counsel to be delivered in form and substance reasonably satisfactory to the Trustee to regarding the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the validdue authorization, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture. If, at any time, the Company or any of its Subsidiaries declares or pays any dividend to or makes any distribution or other payment or transfer to any Foreign Subsidiary in violation of Section 4.9 hereof, then such Foreign Subsidiary shall, to the extent not prohibited by law, execute a supplemental indenture or did not hold such offices at substantially in the date form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of such supplemental indenture. Notwithstanding anything herein to the contrary, if any Subsidiary (including Foreign Subsidiaries) of the Company that is not a Guarantor Guarantees any other Indebtedness of the Company or any Subsidiary (other than a Foreign Subsidiary that is not a Guarantor), or the Company or a Subsidiary of the Company, individually or collectively, pledges, directly or indirectly more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the Indebtedness of the Company or any of the Guarantor’s Indebtedness, then, to the extent not prohibited by law, such Foreign Subsidiary must become a Guarantor and shall execute a supplemental indenture substantially in the form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of the supplemental indenture.

Subsidiary Guarantors. If any Each Subsidiary of Guarantor acknowledges that its consent to this Third Amendment is not required, but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Amendment and to the Company shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall documents and agreements referred to herein. Each Subsidiary Guarantor agrees and acknowledges that (i) cause notwithstanding the effectiveness of this Amendment, each of Subsidiary Guaranty (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to as the same extent as the Subsidiary referred may be amended, amended and restated, supplemented or otherwise modified from time to above time) shall remain in (1) guaranteed such other Debt Securities full force and effect without modification thereto, and (ii) cause an Opinion nothing herein shall in any way limit any of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and terms or provisions of each Subsidiary Guaranty executed by each such Person any Subsidiary Guarantor (as the same may be amended, amended and constitutes the validrestated, binding supplemented or otherwise modified from time to time), all of which are hereby ratified, confirmed and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights affirmed in all respects. Each Subsidiary Guarantor hereby agrees and equitable principles). Such supplemental indenture acknowledges that no other agreement, instrument, consent or document shall be executed by manual signature on behalf of each respective required to give effect to this section. Each Subsidiary Guarantor by hereby further acknowledges that the Subsidiary Guarantor may from time to time enter into any one further amendments, modifications, terminations and/or waivers of such Subsidiary Guarantor's Chairman any provisions of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President Agreement without notice to or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at consent from any time the proper officers of a Subsidiary Guarantor shall bind such and without affecting the validity or enforceability of any Subsidiary GuarantorGuaranty (as the same may be amended, notwithstanding that such individuals amended and restated, supplemented or otherwise modified from time to time) giving rise to any reduction, limitation, impairment, discharge or termination of them have ceased any Subsidiary Guaranty (as the same may be amended, amended and restated, supplemented or otherwise modified from time to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenturetime).

Subsidiary Guarantors. If any Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company shall guarantee any obligation under the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 4 to 2001 Amended and Restated Note Purchase Agreement (the "Amendment"). Each of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with undersigned Subsidiary Guarantors hereby (a) consents to the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facilityforegoing Amendment, (each such obligation a "Debt Security"b) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantoracknowledges that, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture foregoing Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or did affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not hold otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such offices at further instruments and documents and take all such actions as the date Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as defined in the Security Agreement) and the rights and remedies created thereby. In addition, as further security for payment and performance of such supplemental indenturethe obligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Amendment, each of the undersigned hereby further agrees to grant a perfected pledge and security interest in any additional collateral as the Collateral Agent may reasonably request. Excluding only the continuing obligations of the Purchasers under the express terms of the Note Agreement, the Transaction Documents and the Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (as defined below) of and from any and all Claims (as defined below) arising out of, related or in any way connected with the Note Agreement, the Transaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the execution of this Amendment, in response to or otherwise in connection with the events or circumstances arising under or otherwise related to the Note Agreement, the Transaction Documents or any Defaults or Events of Default occurring under the Note Agreement or the Transaction Documents.