Common use of Subsidiary Guaranties Clause in Contracts

Subsidiary Guaranties. The Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgement.

Subsidiary Guaranties. The Borrower shall cause Subject to Section 10.01, each of its Subsidiaries that owns a Property that is included as an Unencumbered Property Subsidiary Guarantor hereby fully, unconditionally and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement irrevocably guarantees, jointly and severally, to execute each Holder and deliver to the Administrative Agent Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.07, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as required expressly set forth in Article 8 and Sections 10.03 and 10.07, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under Article IV abovethis Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. For Each Subsidiary Guarantor further agrees that its guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any Property added time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the pool of Unencumbered Properties after Holders or the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver Trustee an amount equal to the Administrative Agentsum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all monetary obligations of the Company under this Indenture and the Securities. Each Subsidiary Guarantor further agrees that, as between it, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guarantyone hand, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower Holders and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under Trustee, on the Subsidiary Guaranty if other hand, (i) there is no Event the maturity of Default (the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or event which, upon expiration other prohibition preventing such acceleration in respect of an applicable cure period, will become an Event of Default)the Guaranteed Obligations, and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (based on information as of the end of the prior quarterwhether or not due and payable) with all financial covenants contained in Section 6.12(a), (b) shall forthwith become due and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned payable by such Subsidiary being included as an Unencumbered Property in Guarantor for the calculation purposes of Borrower’s compliance with this Section. Each Subsidiary Guarantor also agrees to pay any of and all amounts due to the foregoing covenants pertaining Trustee pursuant to Unencumbered Properties, Section 7.07 and representing any and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned all costs and expenses (including reasonable attorneys’ fees) incurred by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants Trustee or any Holder in enforcing any rights under this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementSection.

Subsidiary Guaranties. The Borrower shall cause each of its Subsidiaries Material Subsidiary that owns does not provide a Property that is included as an Unencumbered Property Guaranty hereunder on the Closing Date to provide a Guaranty hereunder and so designated such other documentation required by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained Administrative Agent, all in this Agreement form and substance reasonably acceptable to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties within thirty (30) days after the date hereof, Borrower shall cause the on which such Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, has provided a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if hereunder (i) there is no Event sold or otherwise disposed of Default (in a transaction permitted by Section 8.16 to a Person other than Borrower or event whichone of Borrower’s Subsidiaries, upon expiration of an applicable cure period, will become an Event of Default), and or (ii) Borrower delivers an updated Compliance Certificate ceases, at any time, to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included qualify as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in Material Subsidiary, then, upon the calculation request of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to timeso long as no Default or Event of Default exists or would result therefrom, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a release such Subsidiary has been released from its obligations under the Subsidiary Guaranty pursuant to a release in form and the Lenders and the L/C Issuer hereby authorize the substance reasonably acceptable to Administrative Agent and Borrower. Notwithstanding the foregoing, if, (a) as of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is not a Material Subsidiary, the aggregate amount of assets (other than ownership interests in, and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries (other than Excluded Subsidiaries) that are not Material Subsidiaries exceeds five percent (5%) of Consolidated Tangible Net Worth, or (b) at any time after the Closing Date any Subsidiary shall execute a guaranty of any Senior Unsecured Homebuilding Debt (other than the Term Loans or any Subordinated Debt), then Borrower shall cause such Subsidiary (whether or not it is a Material Subsidiary) to deliver such acknowledgementprovide a Guaranty under this Section 8.9.

Subsidiary Guaranties. The Borrower Lessee shall cause each Consolidated Subsidiary of the Lessee acquired or coming into existence after the Fifth Amendment Date which is a wholly-owned Subsidiary, directly or indirectly, of Lessee (excepting therefrom any having total assets of less than Ten Thousand Dollars ($10,000)), as soon as practicable after, but in any event within thirty (30) days after, its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement acquisition or creation, to execute and deliver to a Subsidiary Guaranty, together with all other such documents which the Administrative Agent may reasonably request in connection therewith, including a secretary's certificate, confirming the existence of enabling authorization in respect of such Subsidiary Guarantor and signing officer incumbency, and an opinion of counsel, confirming that such Subsidiary Guaranty is a valid, binding and enforceable obligation of the Subsidiary Guaranty party thereto, subject to customary assumptions, exceptions and limitations acceptable to Administrative Agent. There shall be excluded from the foregoing requirements any Consolidated Subsidiary of the Lessee which, as required under Article IV above. For any Property added a result of planned transfers of Capital Stock to store managers, (A) will be a wholly-owned Subsidiary of the Lessee for a period of not more than ninety (90) days after its acquisition or creation or (B) becomes a wholly-owned Subsidiary as a result of the return to the pool Lessee of, or the cancellation of, any Capital Stock by any store manager for a period of Unencumbered Properties not more than ninety (90) days after the date hereofsuch return or cancellation occurs; provided, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agenthowever, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreementthat, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon such requirements shall apply if such planned transfers are not made during such period such that such Subsidiary continues to be a wholly-owned Subsidiary at the expiration of an applicable cure period, will become an Event of Default), such grace period and (ii) Borrower delivers an updated Compliance Certificate all such Subsidiaries shall be treated at all times, for purposes of Section 5.19(g), as if such Subsidiaries were not wholly-owned Subsidiaries. Should any Subsidiary which is otherwise exempt from this Section 5.23 by reason of (i) such Subsidiary having total assets of less than Ten Thousand Dollars ($10,000) on the Fifth Amendment Date or (ii) such Subsidiary which, as a result of planned transfers of Capital Stock to Administrative Agent demonstrating compliance (based on information as store managers, will be a wholly owned Subsidiary of the end Lessee for a period of less than ninety (90) days after the prior quarter) with all financial covenants contained in Section 6.12(a)Fifth Amendment Date, (b) and (c) cease to qualify for such exemption, the requirements of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary GuarantorSection 5.23 shall likewise apply. Subject In addition to the foregoing, the Administrative Agent shallLessee may, from time to at its option, at any time, upon request from the Borrower, cause any other Subsidiary to execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize Guaranty, together with all other such documents as the Administrative Agent to deliver may request in connection therewith, consistent with the foregoing provisions, after which such acknowledgementSubsidiary shall be a Subsidiary Guarantor for all purposes hereof.

Subsidiary Guaranties. The Borrower shall cause each of its Subsidiaries Material Subsidiary that owns does not provide a Property that is included as an Unencumbered Property Guaranty hereunder on the Closing Date to provide a Guaranty hereunder and so designated such other documentation required by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained Administrative Agent, all in this Agreement form and substance reasonably acceptable to execute and deliver to the Administrative Agent the Subsidiary Guaranty within thirty (30) days (or such longer period as required under Article IV above. For any Property added to the pool of Unencumbered Properties may be determined by Administrative Agent in its sole discretion) after the date hereof, Borrower shall cause the on which such Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, has provided a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if hereunder (i) there is no Event sold or otherwise disposed of Default (to a Person other than Borrower or event whichone of Borrower’s Subsidiaries, upon expiration of an applicable cure period, will become an Event of Default), and or (ii) Borrower delivers an updated Compliance Certificate ceases, at any time, to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included qualify as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in Material Subsidiary, then, upon the calculation request of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to timeso long as no Default or Event of Default exists or would result therefrom, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a release such Subsidiary has been released from its Guaranty pursuant to a release in form and substance reasonably acceptable to Administrative Agent and Borrower. Notwithstanding the foregoing, if, (a) as of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is neither a Material Subsidiary nor an Excluded Subsidiary, the aggregate amount of assets (other than ownership interests in, and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries that are not Material Subsidiaries, Excluded Subsidiaries or Guarantors, exceeds five percent (5%) of Consolidated Tangible Net Worth, then Borrower shall cause such Subsidiary to provide a Guaranty under this Section 8.9, or (b) at any time any Subsidiary (other than any Excluded Subsidiary) shall execute a guaranty of any Senior Unsecured Homebuilding Debt (other than the Loans and other obligations under the Loan Documents, the Term A Loans and other obligations under the Term A Loan Documents, the Term B Loans and other obligations under the Term B Loan Documents and any Subordinated Debt), then Borrower shall cause such Subsidiary (whether or not it is a Material Subsidiary) to provide a Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementunder this Section 8.9.

Subsidiary Guaranties. The Borrower shall cause Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each of its Subsidiaries that owns a Property that is included as an Unencumbered Property Holder and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent Trustee and its successors and assigns (a) the Subsidiary Guaranty as required under Article IV above. For any Property added to full and punctual payment of principal of and interest on the pool of Unencumbered Properties after the date hereofSecurities when due, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agentwhether at maturity, on by acceleration, by redemption or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guarantyotherwise, and upon request all other monetary obligations of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower Company under this Indenture and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), Securities and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to Unencumbered Properties, and representing and warranting that based on the information as exercise any right or remedy against any other guarantor of the end of Guaranteed Obligations; or (f) except as set forth in Section 11.07, any change in the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release ownership of such Subsidiary Guarantor. Subject Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full in cash of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.01(b), 11.03 and 11.07, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, the Indenture, the Securities or otherwise. Without limiting the generality of the foregoing, the Administrative Agent obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, from time upon receipt of written demand by the Trustee, forthwith pay, or cause to timebe paid, upon request from the Borrowerin cash, execute and deliver to the Borrower Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes 105 of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section. Each Subsidiary Guarantor that makes a written acknowledgement that a payment under its Subsidiary has been released from its Guaranty will be entitled upon payment in full of all guarantied obligations under this Indenture to contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor's pro rata portion of such payment based on the respective net assets of all the Subsidiary Guaranty and Guarantors at the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver time of such acknowledgementpayment determined in accordance with GAAP.

Subsidiary Guaranties. The Subject to the provisions set forth below, the Borrower shall cause each of its Subsidiaries that (a) is a Subsidiary Owner, (b) incurs, Guarantees, or otherwise becomes obligated in respect of any Recourse Indebtedness, or (c) owns any Equity Interests issued by a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained Subsidiary Owner, in this Agreement each case, to execute and deliver to the Administrative Agent each of the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute following in form and deliver substance reasonably satisfactory to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, : (i) a joinder to the Subsidiary GuarantyGuaranty executed by such Subsidiary (or if the Guaranty is not then in existence, a Guaranty executed by such Subsidiary), (ii) if such Subsidiary is a Subsidiary Owner or an Assignor, a Joinder Agreement (as defined in the Collateral Assignment Agreement) to the Collateral Assignment Agreement executed by such Subsidiary, and upon request (iii) the items that would have been delivered under Sections 4.01(d), (e), (l), and (p) solely if such Subsidiary should have been required to be a Guarantor on the Agreement Date. If Borrower designates a Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Property, then the member of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect Consolidated Group that is master leasing such Property shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time that the exchange is pending. For Unencumbered Properties owned by an Exchange Fee Titleholder, upon completion or termination of the reverse exchange, if Borrower desires the applicable Property to remain an Unencumbered Property, Borrower, or a Subsidiary of Borrower shall acquire all of the ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Property and at such time the entity that was previously the Exchange Fee Titleholder, but has become a Subsidiary of the Borrower, or if fee title is acquired, the Subsidiary acquiring fee title will execute a joinder to the Subsidiary Guaranty and become a Subsidiary Guarantor, and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary entity that had previously been master leasing such Property shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementGuaranty.

Subsidiary Guaranties. The Borrower shall cause each Consolidated Subsidiary of the Borrower acquired or coming into existence after the Closing Date which is a wholly-owned Subsidiary, directly or indirectly, of Borrower (excepting therefrom any having total assets of less than Ten Thousand Dollars ($10,000)), as soon as practicable after, but in any event within thirty (30) days after, its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement acquisition or creation, to execute and deliver to a Subsidiary Guaranty, together with all other such documents which the Administrative Agent may reasonably request in connection therewith, including a secretary's certificate, confirming the existence of enabling authorization in respect of such Subsidiary Guarantor and signing officer incumbency, and an opinion of counsel, confirming that such Subsidiary Guaranty is a valid, binding and enforceable obligation of the Subsidiary Guaranty as required under Article IV above. For any Property added party thereto, subject to the pool of Unencumbered Properties after the date hereofcustomary assumptions, Borrower shall cause the Subsidiary owning such Unencumbered Property exceptions and limitations acceptable to execute and deliver to the Administrative Agent, on or prior to . There shall be excluded from the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the foregoing requirements any Consolidated Subsidiary Guaranty, and upon request of the Administrative AgentBorrower which, supporting organizational and authority documents and opinions similar as a result of planned transfers of Capital Stock to those provided with respect store managers, (A) will be a wholly-owned Subsidiary of the Borrower for a period of not more than ninety (90) days after its acquisition or creation or (B) becomes a wholly-owned Subsidiary as a result of the return to the Borrower and of, or the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if cancellation of, any Capital Stock by any store manager for a period of not more than ninety (90) days after such return or cancellation occurs; PROVIDED, HOWEVER, THAT, (i) there is no Event of Default (or event which, upon such requirements shall apply if such planned transfers are not made during such period such that such Subsidiary continues to be a wholly-owned Subsidiary at the expiration of an applicable cure period, will become an Event of Default), such grace period and (ii) all such Subsidiaries shall be treated at all times, for purposes of Section 5.20(vii), as if such Subsidiaries were not wholly-owned Subsidiaries. The requirements of this Section 5.24 shall likewise apply to any Subsidiary as to which the Borrower delivers an updated Compliance Certificate is not required to Administrative Agent demonstrating compliance (based on information as deliver a Subsidiary Guaranty pursuant to one of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property exceptions set forth in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining parenthetical to Unencumbered Properties, Section 3.1.3(C) as and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of when such Subsidiary Guarantorexception no longer applies. Subject In addition to the foregoing, the Administrative Agent shallBorrower may, from time to at its option, at any time, upon request from the Borrower, cause any other Subsidiary to execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize Guaranty, together with all other such documents as the Administrative Agent to deliver may request in connection therewith, consistent with the foregoing provisions, after which such acknowledgementSubsidiary shall be a Subsidiary Guarantor for all purposes hereof.

Subsidiary Guaranties. The Borrower shall cause each of its Subsidiaries Material Subsidiary that owns does not provide a Property that is included as an Unencumbered Property Guaranty hereunder on the Closing Date to provide a Guaranty hereunder and so designated such other documentation required by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained Administrative Agent, all in this Agreement form and substance reasonably acceptable to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties within thirty (30) days after the date hereof, Borrower shall cause the on which such Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, has provided a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if hereunder (i) there is no Event sold or otherwise disposed of Default (in a transaction permitted by Section 8.16 of the Revolving Credit Agreement to a Person other than Borrower or event whichone of Borrower’s Subsidiaries, upon expiration of an applicable cure period, will become an Event of Default), and or (ii) Borrower delivers an updated Compliance Certificate ceases, at any time, to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included qualify as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in Material Subsidiary, then, upon the calculation request of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to timeso long as no Default or Event of Default exists or would result therefrom, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a release such Subsidiary has been released from its obligations under the Subsidiary Guaranty pursuant to a release in form and the Lenders and the L/C Issuer hereby authorize the substance reasonably acceptable to Administrative Agent and Borrower. Notwithstanding the foregoing, if, (a) as of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is not a Material Subsidiary, the aggregate amount of assets (other than ownership interests in, and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries (other than Excluded Subsidiaries) that are not Material Subsidiaries exceeds five percent (5%) of Consolidated Tangible Net Worth, or (b) at any time after the Closing Date any Subsidiary shall execute a guaranty of any Senior Unsecured Homebuilding Debt (other than the Term Loans or any Subordinated Debt), then Borrower shall cause such Subsidiary (whether or not it is a Material Subsidiary) to deliver such acknowledgementprovide a Guaranty under this Section 8.9.

Subsidiary Guaranties. The Borrower Company shall cause each existing Subsidiary identified on SCHEDULE 1.1(c) hereto (and any other Wholly Owned Subsidiaries), and each newly formed or acquired Subsidiary that is a Wholly Owned Subsidiary, to execute a Guaranty of the Obligations in favor of the Agent for the benefit of the Banks, in substantially the form attached hereto as EXHIBIT "D", with such changes and modifications thereto as Agent shall in its discretion require. The Company shall cause (a) each of the existing Subsidiaries identified on SCHEDULE 1.1(c) hereto and any other Wholly Owned Subsidiaries to execute such Guaranty prior to or concurrently with the Closing Date, and (b) any new Subsidiaries that owns are Wholly Owned Subsidiaries to execute such a Property Guaranty promptly, and in any event within fifteen (15) days, of such new Subsidiary being formed or acquired. Notwithstanding the foregoing, Wholly Owned Subsidiaries with a net worth of less than $7,000,000 that is included as an Unencumbered Property do not own any Assets which are Borrowing Base Assets need not execute such a Guaranty, SO LONG AS the aggregate net worth of all such Wholly Owned Subsidiaries that have not executed and so designated delivered to Agent such a Guaranty, does not at any time exceed $25,000,000 (and, if at any time, the aggregate net worth of such Wholly Owned Subsidiaries which have not executed and delivered such a Guaranty exceeds $25,000,000 the Company shall promptly, upon request by Borrower for purposes Agent, cause a sufficient number of determining Borrower’s compliance with the financial covenants contained in this Agreement such Subsidiaries to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereofsuch Guaranties, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date so that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there $25,000,000 aggregate net worth figure is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Defaultlonger exceeded), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgement.

Subsidiary Guaranties. The Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Each Lender hereby further authorizes Administrative Agent, on or prior behalf of and for the benefit of Lenders and to be the date that such Property is included as an Unencumbered Property agent for purposes and representative of determining Borrower’s compliance with Lenders under the financial covenants contained in this Agreement, a joinder to the Senior Subordinated Subsidiary Guaranty, and upon request each Lender agrees to be bound by the terms of the Senior Subordinated Subsidiary Guaranty; provided that Administrative AgentAgent shall not enter into or consent to any amendment, supporting organizational and authority modification, termination or waiver of any provision contained in the Senior Subordinated Subsidiary Guaranty without the consent of the Requisite Lenders; provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents and opinions similar or instruments necessary to those provided with respect to release any Subsidiary Guarantor from the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Senior Subordinated Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as all of the end capital stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented. Each Lender agrees to be bound by the subordination provisions of Section 3 of the prior quarter) with all financial covenants Senior Subordinated Subsidiary Guaranty as they apply to it. Anything contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject Loan Documents to the foregoingcontrary notwithstanding, the Company, Administrative Agent shalland each Lender hereby agree that no Lender shall have any right individually to enforce the Senior Subordinated Subsidiary Guaranty, from time to time, upon request from the Borrower, execute it being understood and deliver to the Borrower a written acknowledgement agreed that a Subsidiary has been released from its obligations all rights and remedies under the Senior Subordinated Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the may be exercised solely by Administrative Agent to deliver such acknowledgementfor the benefit of Lenders in accordance with the terms thereof.

Subsidiary Guaranties. The Borrower shall cause each of its Subsidiaries Material Subsidiary that owns does not provide a Property that is included as an Unencumbered Property Guaranty hereunder on the Closing Date to provide a Guaranty hereunder and so designated such other documentation required by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained Administrative Agent, all in this Agreement form and substance reasonably acceptable to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties within thirty (30) days after the date hereof, Borrower shall cause the on which such Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, has provided a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if hereunder (i) there is no Event sold or otherwise disposed of Default (in a transaction permitted by Section 8.16 to a Person other than Borrower or event whichone of Borrower’s Subsidiaries, upon expiration of an applicable cure period, will become an Event of Default), and or (ii) Borrower delivers an updated Compliance Certificate ceases, at any time, to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included qualify as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in Material Subsidiary, then, upon the calculation request of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to timeso long as no Default or Event of Default exists or would result therefrom, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a release such Subsidiary has been released from its obligations under the Subsidiary Guaranty pursuant to a release in form and the Lenders and the L/C Issuer hereby authorize the substance reasonably acceptable to Administrative Agent and Borrower. Notwithstanding the foregoing, if, (a) as of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is not a Material Subsidiary, the aggregate amount of assets (other than ownership interests in, and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries (other than Excluded Subsidiaries) that are not Material Subsidiaries exceeds five percent (5%) of Consolidated Tangible Net Worth, or (b) at any time any Subsidiary shall execute a guaranty of any Senior Unsecured Homebuilding Debt (other than the Loans or any Subordinated Debt), then Borrower shall cause such Subsidiary (whether or not it is a Material Subsidiary) to deliver such acknowledgementprovide a Guaranty under this Section 8.9.

Subsidiary Guaranties. The Subject to the provisions set forth below, the Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereofhereof (unless owned by an Exchange Fee Titleholder), Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. If Borrower designates a Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Property, then the Subsidiary of Borrower that is master leasing such Property shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time that the exchange is pending. If Borrower designates a Property that is owned by ​ an Exchange Property Owner to be included as an Unencumbered Property during the period of time that the Exchange Beneficial Interests are being marketed, then the Exchange Depositor shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time (not to exceed 24 months) during which the sale of Exchange Beneficial Interests is pending, but only for so long as such Property remains an Unencumbered Property. If Borrower designates a Property that is owned by an Exchange Property Owner to be included as an Unencumbered Property following the exercise of the FMV Option, then the Subsidiary Owner of the Exchange Beneficial Interests shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor, but only for so long as such Property remains an Unencumbered Property. For Unencumbered Properties owned by an Exchange Fee Titleholder, upon completion or termination of the reverse exchange, if Borrower desires the applicable Property to remain an Unencumbered Property, Borrower, or a Subsidiary of Borrower shall acquire all of the ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Property and at such time the entity that was previously the Exchange Fee Titleholder, but has become a Subsidiary of the Borrower, or if fee title is acquired, the Subsidiary acquiring fee title will execute a joinder to the Subsidiary Guaranty and become a Subsidiary Guarantor, and the entity that had previously been master leasing such Property shall be automatically released from the Subsidiary Guaranty. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary (or Exchange Fee Titleholder if the Subsidiary Guarantor is the master lessee) being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released (or owned by the Exchange Fee Titleholder if the Subsidiary Guarantor being released is the master lessee) as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. A Subsidiary that became a party to the Subsidiary Guaranty because it was master leasing a Property owned by an Exchange Fee Titleholder shall be released upon delivery of a joinder to the Subsidiary Guaranty by the Exchange Fee Titleholder once it becomes a Subsidiary of the Borrower, or an election by Borrower to cause such Property to cease to be an Unencumbered Property in accordance with the terms of this Agreement. A Subsidiary that became a party to the Subsidiary Guaranty because it was an Exchange Depositor shall be released in accordance with Section 6.12 upon the earlier of the end of the marketing period described therein or 24 months, at which point such Property shall cease to be an Unencumbered Property or an election by Borrower to cause such Property to cease to be an Unencumbered Property in accordance with the terms of this Agreement. In addition, each Subsidiary Guarantor may be released at the request of the Borrower (and the Property owned by it may continue to be an Unencumbered Property) once the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, provided that such Subsidiary Guarantor and each intervening entity between the Borrower and such Subsidiary Guarantor is also released from any other unsecured debt or guaranties of Indebtedness other than trade payables and other obligations incurred in the ordinary course of business, provided that the Property owned by it may no longer be considered an Unencumbered Property if such Subsidiary or any intervening entity between the Borrower and such Subsidiary Guarantor subsequently incurs unsecured debt or enters into a guaranty of Indebtedness of another Person (unless such Subsidiary executes a new Subsidiary Guaranty). In addition, at such time as the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, the Subsidiary owning an Unencumbered Property shall not be required to be a Subsidiary Guarantor in order for such Property to qualify as an Unencumbered Property so long as none of the Subsidiary owning such Unencumbered Property or any intervening entity between the Borrower and such Subsidiary Guarantor has any other outstanding unsecured debt (other than trade payables and other obligations incurred in the ​ ordinary course of business) or guarantees of Indebtedness. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer Issuing Bank hereby authorize the Administrative Agent to deliver such acknowledgement.

Subsidiary Guaranties. The If the Subsidiaries (other than the Real Estate Subsidiaries, the Trademark Subsidiary, the Investment Subsidiary and BJME Operating Corp.) have assets which in the aggregate have a book value equal to or greater than twenty-five percent (25%) of an amount equal to (i) the book value of the Borrower’s total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on a consolidated basis as at the end of any fiscal quarter, the Borrower shall cause each of its all Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with other than the financial covenants contained in this Agreement Real Estate Subsidiaries to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on behalf of the Lenders and the LC Issuer, on or prior to before the date prescribed by Section 6.1(i) or (ii), as applicable, for the delivery of financial statements for such fiscal quarter (i) an executed guaranty in substantially the form attached hereto as Exhibit D or a joinder agreement in substantially the form attached to such guaranty and (ii) an opinion of counsel to such Subsidiaries that such Property guaranty has been duly executed and delivered and is included as a legal, valid and binding obligation of such Subsidiaries enforceable in accordance with its terms (subject to customary exceptions). If any Subsidiary (other than a Real Estate Subsidiary) has assets which in the aggregate have a book value equal to or greater than fifteen percent (15%) of an Unencumbered Property for purposes amount equal to (i) the book value of determining the Borrower’s compliance with total consolidated assets and less (ii) the financial covenants contained in this Agreementbook value of real estate owned by the Real Estate Subsidiaries, each determined on a joinder consolidated basis as at the end of any fiscal quarter, the Borrower shall cause such Subsidiary to the Subsidiary Guaranty, and upon request of deliver to the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to on behalf of the Borrower Lenders and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under LC Issuer, within thirty (30) days after the Subsidiary Guaranty if end of any such fiscal quarter (i) there is no Event of Default (an executed guaranty substantially in the form attached hereto as Exhibit D or event which, upon expiration of an applicable cure period, will become an Event of Default), a joinder agreement substantially in the form attached to such guaranty and (ii) Borrower delivers an updated Compliance Certificate opinion of counsel to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as that such guaranty has been duly executed and delivered and is a Subsidiary Guarantor legal, valid and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release binding obligation of such Subsidiary Guarantor. Subject enforceable in accordance with its terms (subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementcustomary exceptions).

Subsidiary Guaranties. The If the Subsidiaries (other than the Real Estate Subsidiaries, the Trademark Subsidiary, the Investment Subsidiary and the Business Trust) have assets which in the aggregate have a book value equal to or greater than twenty-five percent (25%) of an amount equal to (i) the book value of the Borrower's total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on a consolidated basis as at the end of any fiscal quarter, the Borrower shall cause each of its all Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with other than the financial covenants contained in this Agreement Real Estate Subsidiaries to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request behalf of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower Lenders and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under LC Issuer, within thirty (30) days after the Subsidiary Guaranty if end of any such fiscal quarter (i) there is no Event of Default (an executed guaranty in substantially the form attached hereto as Exhibit D or event which, upon expiration of an applicable cure period, will become an Event of Default), a joinder agreement in substantially the form attached to such guaranty and (ii) Borrower delivers an updated Compliance Certificate opinion of counsel to Administrative Agent demonstrating compliance such Subsidiaries that such guaranty has been duly executed and delivered and is a legal, valid and binding obligation of such Subsidiaries enforceable in accordance with its terms (based subject to customary exceptions). If any Subsidiary (other than a Real Estate Subsidiary) has assets which in the aggregate have a book value equal to or greater than fifteen percent (15%) of an amount equal to (i) the book value of the Borrower's total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on information a consolidated basis as of at the end of any fiscal quarter, the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without Borrower shall cause such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and Agent, on behalf of the Lenders and the L/C Issuer hereby authorize LC Issuer, within thirty (30) days after the Administrative Agent end of any such fiscal quarter (i) an executed guaranty substantially in the form attached hereto as Exhibit D or a joinder agreement substantially in the form attached to deliver such acknowledgementguaranty and (ii) an opinion of counsel to such Subsidiary that such guaranty has been duly executed and delivered and is a legal, valid and binding obligation of such Subsidiary enforceable in accordance with its terms (subject to customary exceptions).

Subsidiary Guaranties. The Subject to the provisions set forth below, the Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. In addition, each Subsidiary Guarantor may be released at the request of the Borrower (and the Property owned by it may continue to be an Unencumbered Property) once the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, provided that such Subsidiary Guarantor is also released from any other unsecured debt or guaranties of Indebtedness other than trade payables and other obligations incurred in the ordinary course of business, provided that the Property owned by it may no longer be considered an Unencumbered Property if such Subsidiary subsequently incurs unsecured debt or enters into a guaranty of Indebtedness of another Person (unless such Subsidiary executes a new Subsidiary Guaranty). In addition, at such time as the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, the Subsidiary owning an Unencumbered Property shall not be required to be a Subsidiary Guarantor in order for such Property to qualify as an Unencumbered Property so long as the Subsidiary owning such Unencumbered Property does not have any other outstanding unsecured debt (other than trade payables and other obligations incurred in the ordinary course of business) or guarantees of Indebtedness. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgement.

Subsidiary Guaranties. The If the Subsidiaries (other than the Real Estate Subsidiaries, the Trademark Subsidiary, the Investment Subsidiary and the Business Trust) have assets which in the aggregate have a book value equal to or greater than twenty-five percent (25%) of an amount equal to (i) the book value of the Borrower’s total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on a consolidated basis as at the end of any fiscal quarter, the Borrower shall cause each of its all Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with other than the financial covenants contained in this Agreement Real Estate Subsidiaries to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on behalf of the Lenders and the LC Issuer, on or prior to before the date prescribed by Section 6.1(i) or (ii), as applicable, for the delivery of financial statements for such fiscal quarter (i) an executed guaranty in substantially the form attached hereto as Exhibit D or a joinder agreement insubstantially the form attached to such guaranty and (ii) an opinion of counsel to such Subsidiaries that such Property guaranty has been duly executed and delivered and is included as a legal, valid and binding obligation of such Subsidiaries enforceable in accordance with its terms (subject to customary exceptions). If any Subsidiary (other than a Real Estate Subsidiary) has assets which in the aggregate have a book value equal to or greater than fifteen percent (15%) of an Unencumbered Property for purposes amount equal to (i) the book value of determining the Borrower’s compliance with total consolidated assets and less (ii) the financial covenants contained in this Agreementbook value of real estate owned by the Real Estate Subsidiaries, each determined on a joinder consolidated basis as at the end of any fiscal quarter, the Borrower shall cause such Subsidiary to the Subsidiary Guaranty, and upon request of deliver to the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to on behalf of the Borrower Lenders and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under LC Issuer, within thirty (30) days after the Subsidiary Guaranty if end of any such fiscal quarter (i) there is no Event of Default (an executed guaranty substantially in the form attached hereto as Exhibit D or event which, upon expiration of an applicable cure period, will become an Event of Default), a joinder agreement substantially in the form attached to such guaranty and (ii) Borrower delivers an updated Compliance Certificate opinion of counsel to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as that such guaranty has been duly executed and delivered and is a Subsidiary Guarantor legal, valid and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release binding obligation of such Subsidiary Guarantor. Subject enforceable in accordance with its terms (subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementcustomary exceptions).

Subsidiary Guaranties. The Borrower Subject to the provisions of this Article 11, each Subsidiary Guarantor hereby unconditionally guarantees to each Holder and to the Trustee on behalf of the Holders (i) the due and punctual payment of principal of and interest on each Security when and as the same shall cause each become due and payable whether at the date of its Subsidiaries that owns a Property that is included as an Unencumbered Property maturity or by declaration of acceleration or otherwise, (ii) the due and so designated by Borrower for purposes punctual payment of determining Borrower’s compliance interest on the overdue principal of and interest, if any, on the Securities, to the extent lawful, and (iii) the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the financial covenants contained in terms of the Securities and this Agreement Indenture (the "Subsidiary Guaranties"). In case of the failure of the Company punctually to execute and deliver to the Administrative Agent make any such principal or interest payment, the Subsidiary Guaranty Guarantors hereby agree to cause any such payment to be made punctually when and as required under Article IV above. For any Property added to the pool of Unencumbered Properties after same shall become due and payable, whether at the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on of maturity or prior to the date that such Property is included as an Unencumbered Property for purposes by declaration of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guarantyacceleration or otherwise, and upon request as if such payment were made by the Company. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of and unaffected by the validity, regularity or enforceability of the Administrative AgentSecurities or this Indenture, supporting organizational and authority documents and opinions similar or of any amendment thereto or hereto, the absence of any action to those provided enforce the same, the waiver or consent by any Holder or by the Trustee with respect to any provisions thereof or of this Indenture, the recovery of any judgment against the Company or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Company hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to the Borrower Securities or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that the Subsidiary Guaranties will not be discharged except by complete performance of the obligations contained in the Securities, in this Indenture and pursuant to the Subsidiary Guaranties. The Subsidiary Guarantors further agree that, as between the Subsidiary Guarantors, on the one hand, and Holders and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under Trustee, on the Subsidiary Guaranty if other hand, (i) there is no Event for purposes of Default (the Subsidiary Guaranties, the maturity of the obligations guaranteed by the Subsidiary Guaranties may be accelerated as provided in Article 6, notwithstanding any stay, injunction or event which, upon expiration other prohibition preventing such acceleration in respect of an applicable cure period, will become an Event of Default)the obligations guaranteed thereby, and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance in the event of any acceleration of such obligations (based on information as whether or not due and payable), such obligations shall forthwith become due and payable by the Subsidiary Guarantors for purposes of the end Subsidiary Guaranties. The Subsidiary Guaranties shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) principal of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with or interest on any of the foregoing covenants pertaining to Unencumbered PropertiesSecurities is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, and representing and warranting that based on the information as bankruptcy or reorganization of the end of the prior quarter, but without counting any Unencumbered Property owned by Company or the Subsidiary Guarantor being released Guarantors or otherwise, all as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of though such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has payment had not been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementmade.

Subsidiary Guaranties. The Borrower shall cause each of its Subsidiaries Material Subsidiary that owns does not provide a Property that is included as an Unencumbered Property Guaranty hereunder on the Closing Date to provide a Guaranty hereunder and so designated such other documentation required by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained Administrative Agent, all in this Agreement form and substance reasonably acceptable to execute and deliver to the Administrative Agent the Subsidiary Guaranty within thirty (30) days (or such longer period as required under Article IV above. For any Property added to the pool of Unencumbered Properties may be determined by Administrative Agent in its sole discretion) after the date hereof, Borrower shall cause the on which such Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on qualifies as a Material Subsidiary; provided that if any Subsidiary that provides or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, has provided a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if hereunder (i) there is no Event sold or otherwise disposed of Default (to a Person other than Borrower or event whichone of Borrower’s Subsidiaries, upon expiration of an applicable cure period, will become an Event of Default), and or (ii) Borrower delivers an updated Compliance Certificate ceases, at any time, to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included qualify as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in Material Subsidiary, then, upon the calculation request of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to timeso long as no Default or Event of Default exists or would result therefrom, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a release such Subsidiary has been released from its Guaranty pursuant to a release in form and substance reasonably acceptable to Administrative Agent and Borrower. Notwithstanding the foregoing, if, (a) as of the date of acquisition, formation, or creation otherwise permitted hereunder of a new Subsidiary that is neither a Material Subsidiary nor an Excluded Subsidiary, the aggregate amount of assets (other than ownership interests in, and intercompany indebtedness of, other Subsidiaries) owned by all Subsidiaries that are not Material Subsidiaries, Excluded Subsidiaries or Guarantors, exceeds five percent (5%) of Consolidated Tangible Net Worth, then Borrower shall cause such Subsidiary to provide a Guaranty under this Section 8.9, or (b) at any time any Subsidiary (other than any Excluded Subsidiary) shall execute a guaranty of any Senior Unsecured Homebuilding Debt (other than the Term Loans and other obligations under the Loan Documents, the Revolver Loans and other obligations under the Revolver Loan Documents, the Term B Loans and other obligations under the Term B Loan Documents and any Subordinated Debt), then Borrower shall cause such Subsidiary (whether or not it is a Material Subsidiary) to provide a Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementunder this Section 8.9.

Subsidiary Guaranties. The Subject to the provisions set forth below, the Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereofhereof (unless owned by an Exchange Fee Titleholder), Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. If Borrower designates a Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Property, then the Subsidiary of Borrower that is master leasing such Property shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time that the exchange is pending. If Borrower designates a Property that is owned by an Exchange Property Owner to be included as an Unencumbered Property during the period of time that the Exchange Beneficial Interests are being marketed, then the Exchange Depositor shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time (not to exceed 24 months) during which the sale of Exchange Beneficial Interests is pending, but only for so long as such Property remains an Unencumbered Property. If Borrower designates a Property that is owned by an Exchange Property Owner to be included as an Unencumbered Property following the exercise of the FMV Option, then the Subsidiary Owner of the Exchange Beneficial Interests shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor, but only for so long as such Property remains an Unencumbered Property. For Unencumbered Properties owned by an Exchange Fee Titleholder, upon completion or termination of the reverse exchange, if Borrower desires the applicable Property to remain an Unencumbered Property, Borrower, or a Subsidiary of Borrower shall acquire all of the ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Property and at such time the entity that was previously the Exchange Fee Titleholder, but has become a Subsidiary of the Borrower, or if fee title is acquired, the Subsidiary acquiring fee title will execute a joinder to the Subsidiary Guaranty and become a Subsidiary Guarantor, and the entity that had previously been master leasing such Property shall be automatically released from the Subsidiary Guaranty. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary (or Exchange Fee Titleholder if the Subsidiary Guarantor is the master lessee) being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released (or owned by the Exchange Fee Titleholder if the Subsidiary Guarantor being released is the master lessee) as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. A Subsidiary that became a party to the Subsidiary Guaranty because it was master leasing a Property owned by an Exchange Fee Titleholder shall be released upon delivery of a joinder to the Subsidiary Guaranty by the Exchange Fee Titleholder once it becomes a Subsidiary of the Borrower, or an election by Borrower to cause such Property to cease to be an Unencumbered Property in accordance with the terms of this Agreement. A Subsidiary that became a party to the Subsidiary Guaranty because it was an Exchange Depositor shall be released in accordance with Section 6.12 upon the earlier of the end of the marketing period described therein or 24 months, at which point such Property shall cease to be an Unencumbered Property or an election by Borrower to cause such Property to cease to be an Unencumbered Property in accordance with the terms of this Agreement. In addition, each Subsidiary Guarantor may be released at the request of the Borrower (and the Property owned by it may continue to be an Unencumbered Property) once the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, provided that such Subsidiary Guarantor and each intervening entity between the Borrower and such Subsidiary Guarantor is also released from any other unsecured debt or guaranties of Indebtedness other than trade payables and other obligations incurred in the ordinary course of business, provided that the Property owned by it may no longer be considered an Unencumbered Property if such Subsidiary or any intervening entity between the Borrower and such Subsidiary subsequently incurs unsecured debt or enters into a guaranty of Indebtedness of another Person (unless such Subsidiary executes a new Subsidiary Guaranty). In addition, at such time as the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, the Subsidiary owning an Unencumbered Property shall not be required to be a Subsidiary Guarantor in order for such Property to qualify as an Unencumbered Property so long as none of the Subsidiary owning such Unencumbered Property or any intervening entity between the Borrower and such Subsidiary has any other outstanding unsecured debt (other than trade payables and other obligations incurred in the ordinary course of business) or guarantees of Indebtedness. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer Issuing Bank hereby authorize the Administrative Agent to deliver such acknowledgement.

Subsidiary Guaranties. The Subject to the provisions set forth below, the Borrower shall cause each of its Subsidiaries that (a) is a Subsidiary Owner, (b) incurs, Guarantees, or otherwise becomes obligated in respect of any Recourse Indebtedness, or (c) owns any Equity Interests issued by a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained Subsidiary Owner, in this Agreement each case, to execute and deliver to the Administrative Agent each of the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute following in form and deliver substance reasonably satisfactory to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, : (i) a joinder to the Subsidiary GuarantyGuaranty executed by such Subsidiary (or if the Guaranty is not then in existence, a Guaranty executed by such Subsidiary), (ii) if such Subsidiary is a Subsidiary Owner or an Assignor, a Joinder Agreement (as defined in the Collateral Assignment Agreement) to the Collateral Assignment Agreement executed by such Subsidiary, and upon request (iii) the items that would have been delivered under ​ Sections 4.01(d), (e), (l), and (p) solely if such Subsidiary should have been required to be a Guarantor on the Agreement Date. If Borrower designates a Property that is owned by an Exchange Fee Titleholder to be included as an Unencumbered Property, then the member of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect Consolidated Group that is master leasing such Property shall execute a joinder to the Subsidiary Guaranty and shall be a Subsidiary Guarantor during the period of time that the exchange is pending. For Unencumbered Properties owned by an Exchange Fee Titleholder, upon completion or termination of the reverse exchange, if Borrower desires the applicable Property to remain an Unencumbered Property, Borrower, or a Subsidiary of Borrower shall acquire all of the ownership interests of the Exchange Fee Titleholder or title to such Unencumbered Property and at such time the entity that was previously the Exchange Fee Titleholder, but has become a Subsidiary of the Borrower, or if fee title is acquired, the Subsidiary acquiring fee title will execute a joinder to the Subsidiary Guaranty and become a Subsidiary Guarantor, and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary entity that had previously been master leasing such Property shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementGuaranty.

Subsidiary Guaranties. The Borrower shall Initial Guarantors will provide Subsidiary Guaranties on the Issue Date. In the event that, after the Issue Date, Iridium acquires or creates a Subsidiary other than a Foreign Subsidiary, Iridium will cause each such Subsidiary (unless such Subsidiary is an Unrestricted Subsidiary) to, jointly and severally, as primary obligors and not merely as sureties, irrevocably Guarantee on a senior unsecured basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of its Subsidiaries that owns a Property that is included as an Unencumbered Property all obligations of the Note Issuers under the Indenture and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement Series B Notes issued pursuant thereto. Iridium may cause any Foreign Subsidiary to execute and deliver to the Administrative Agent the a Subsidiary Guaranty as required under Article IV above. For any Property added to in accordance with the pool provisions of Unencumbered Properties after the date hereofIndenture, Borrower shall cause the in which case such Foreign Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property will be a "Guarantor Subsidiary" for purposes of determining Borrower’s the Indenture. Each Subsidiary Guaranty will be limited in amount to an amount not to exceed the maximum amount that can be Guaranteed by the applicable Guarantor Subsidiary without rendering such Subsidiary Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. A Subsidiary Guaranty will be released upon (i) the sale of all of the Capital Stock, or all or substantially all of the assets, of the applicable Guarantor Subsidiary (in each case to an entity other than to Iridium or a Subsidiary of Iridium), (ii) the designation by Iridium of the applicable Guarantor Subsidiary as an Unrestricted Subsidiary, in each case in compliance with the financial covenants contained in this AgreementIndenture, a joinder to (iii) the Subsidiary Guaranty, and upon request reorganization of the Administrative Agentapplicable Guarantor Subsidiary as a Foreign Subsidiary, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if or (iiv) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as satisfaction of the end requirements of Section 5.01(d) (merger) or 8.01(b) (defeasance) of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementIndenture.

Subsidiary Guaranties. The All Subsidiaries of the Borrower shall cause each of its Subsidiaries that owns a Property that is included (excluding any Subsidiary operating as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereofinsurance or banking entity) shall, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request within ninety (90) days of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the BorrowerClosing Date, execute and deliver to the Borrower Bank a written acknowledgement that a Subsidiary has been released from its guaranty agreement in form reasonably acceptable to Bank and Borrower, unconditionally guaranteeing the obligations under this Agreement and the Note and any Subsidiary created or acquired subsequent to the Closing Date (excluding any Subsidiary operating as an insurance or banking entity) shall, within thirty (30) days of the date of creation or acquisition, execute a guaranty agreement supplement in form reasonably acceptable to the Bank and the Borrower; provided that, subject to the requirements of Section 6.19 hereof, failure to provide such guarantees shall not create or result in an Event of Default, but shall require the Borrower to deliver to the Bank as soon as practicable and (i) in any event within 45 days after the close of each Fiscal Quarter of the Borrower, beginning with the close of the first Fiscal Quarter subsequent to the deadline for delivery of the guaranty agreements or guaranty agreement supplements required above, consolidating balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries for or relating to the Fiscal Quarter then ended, and (ii) in any event within 90 days after the close of each Fiscal Year of the Borrower, beginning with the close of the first Fiscal Year subsequent to the deadline for delivery of the guaranty agreements or guaranty agreement supplements required above, consolidating balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries for or relating to the Fiscal Year then ended, all prepared in the case of clause (i) and clause (ii) above in accordance with Generally Accepted Accounting Principles (in the case of such quarterly statements, subject to normal year-end adjustments and the absence of notes), applied on a Consistent Basis, and certified by the chief financial officer of the Borrower. Each Subsidiary delivering a guaranty or guaranty agreement supplement hereunder shall at the same time deliver to the Bank all documents which the Bank may reasonably request relating to the existence of the Subsidiary, the authority for and the validity of the guaranty or guaranty agreement supplement and any other matters relevant thereto, all in form and substance satisfactory to the Bank, including without limitation a certificate of incumbency of the Subsidiary, signed by the Secretary or an Assistant Secretary or other appropriate representative of the Subsidiary, as applicable, certifying as to the names, and incumbency of the officer or other representative of the Subsidiary Guaranty authorized to execute and deliver the Lenders guaranty or guaranty agreement supplement, and certified copies of the L/C Issuer hereby authorize following items as to the Administrative Agent Subsidiary: (i) the certificate of incorporation or article of organization, (ii) the bylaws or operating agreement, (iii) a certificate of the Secretary of State (or other appropriate office) of the state of its incorporation as to deliver its good standing as a corporation or limited liability company of such acknowledgementjurisdiction, and (iv) the action taken by the board of directors or members authorizing the execution, delivery and performance of the guaranty or guaranty agreement supplement to which the Subsidiary is a party.

Subsidiary Guaranties. The Subject to the provisions set forth below, the Borrower shall cause each of its Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request of the Administrative Agent, supporting organizational and authority documents and opinions similar to those provided with respect to the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if (i) there is no Event of Default (or event which, upon expiration of an applicable cure period, will become an Event of Default), and (ii) Borrower delivers an updated Compliance Certificate to Administrative Agent demonstrating compliance (based on information as of the end of the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in the calculation of Borrower’s compliance with any of the foregoing covenants pertaining to Unencumbered Properties, and representing and warranting that based on the information as of the end of the prior quarter, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release of such Subsidiary Guarantor. In addition, each Subsidiary Guarantor may be released at the request of the Borrower (and the Property owned by it may continue to be an Unencumbered Property) once the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, provided that such Subsidiary Guarantor is also released from any other unsecured debt or guaranties of Indebtedness other than trade payables and other obligations incurred in the ordinary course of business, provided that the Property owned by it may no longer be considered an Unencumbered Property if such Subsidiary subsequently incurs unsecured debt or enters into a guaranty of Indebtedness of another Person (unless such Subsidiary executes a new Subsidiary Guaranty). In addition, at such time as the Borrower or the Trust receives Investment Grade Ratings from two of S&P, Xxxxx’x or Fitch, the Subsidiary owning an Unencumbered Property shall not be required to be a Subsidiary Guarantor in order for such Property to qualify as an Unencumbered Property so long as the Subsidiary owning such Unencumbered Property does not have any other outstanding unsecured debt (other than trade payables and other obligations incurred in the ordinary course of business) or guarantees of Indebtedness. Subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgement.

Subsidiary Guaranties. The (a) If the Subsidiaries (other than the Real Estate Subsidiaries, Trademark Subsidiary and the Business Trust) have assets which in the aggregate have a book value equal to or greater than twenty- five percent (25%) of an amount equal to (i) the book value of the Borrower's total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on a consolidated basis as at the end of any fiscal quarter, the Borrower shall cause each of its all Subsidiaries that owns a Property that is included as an Unencumbered Property and so designated by Borrower for purposes of determining Borrower’s compliance with other than the financial covenants contained in this Agreement Real Estate Subsidiaries to execute and deliver to the Administrative Agent the Subsidiary Guaranty as required under Article IV above. For any Property added to the pool of Unencumbered Properties after the date hereof, Borrower shall cause the Subsidiary owning such Unencumbered Property to execute and deliver to the Administrative Agent, on or prior to the date that such Property is included as an Unencumbered Property for purposes of determining Borrower’s compliance with the financial covenants contained in this Agreement, a joinder to the Subsidiary Guaranty, and upon request behalf of the Administrative AgentLenders, supporting organizational and authority documents and opinions similar to those provided with respect to within 30 days after the Borrower and the initial Subsidiary Guarantors under Section 4.01. A Subsidiary shall be automatically released from its obligations under the Subsidiary Guaranty if end of any such fiscal quarter (i) there is no Event of Default (an executed guaranty in substantially the form attached hereto as Exhibit "I" or event which, upon expiration of an applicable cure period, will become an Event of Default), a joinder agreement in substantially the form attached to such guaranty and (ii) Borrower delivers an updated Compliance Certificate opinion of counsel to Administrative Agent demonstrating compliance such Subsidiaries that such guaranty has been duly executed and delivered and is a legal, valid and binding obligation of such Subsidiaries enforceable in accordance with its terms (based subject to customary exceptions). If any Subsidiary (other than a Real Estate Subsidiary, Trademark Subsidiary or the Business Trust) has assets which in the aggregate have a book value equal to or greater than fifteen percent (15%) of an amount equal to (i) the book value of the Borrower's total consolidated assets and less (ii) the book value of real estate owned by the Real Estate Subsidiaries, each determined on information a consolidated basis as of at the end of any fiscal quarter, the prior quarter) with all financial covenants contained in Section 6.12(a), (b) and (c) of this Agreement without Borrower shall cause such Subsidiary being included as a Subsidiary Guarantor and without any Property owned by such Subsidiary being included as an Unencumbered Property in to deliver to the calculation of Borrower’s compliance with any Agent, on behalf of the foregoing covenants pertaining to Unencumbered PropertiesLenders, and representing and warranting that based on the information as of within 30 days after the end of any such fiscal quarter (i) an executed guaranty substantially in the prior quarterform attached hereto as Exhibit I or a joinder agreement substantially in the form attached to such guaranty and (ii) an opinion of counsel to such Subsidiary that such guaranty has been duly executed and delivered and is a legal, but without counting any Unencumbered Property owned by the Subsidiary Guarantor being released as an Unencumbered Property, Borrower will continue to comply with all of the financial covenants in this Agreement upon release valid and binding obligation of such Subsidiary Guarantor. Subject enforceable in accordance with its terms (subject to the foregoing, the Administrative Agent shall, from time to time, upon request from the Borrower, execute and deliver to the Borrower a written acknowledgement that a Subsidiary has been released from its obligations under the Subsidiary Guaranty and the Lenders and the L/C Issuer hereby authorize the Administrative Agent to deliver such acknowledgementcustomary exceptions).